Their First Adventure
by Storyteller64
Summary: Doctor Whooves, a time traveler from the future meets a clumsy socially awkward pegasus who he starts to have strange feelings for. Will he be able to figure out these feelings and save the world at the same time? My first story so please be nice.
1. The Beginning

The Beginning

Edited by: xtremesmw

_12 years in the past_

Derpy Hooves hid underneath the blue blankets of her bed fighting against the tears that demanded to be free. She had just come back from school where she had spent the day being ridiculed by her fellow students, all because of her eyes.

The young grey pegasus' eyes had a strange habit of looking away from each other and, as one classmate had put it, made her look weird. It didn't help that when her eyes did this, her depth perception became mumbled up making her bump or trip over things. Because of these incidents, the other ponies had been calling her names like "googly eyes" or "ditzy doo" not caring whether she was in earshot or not.

Suddenly there was a knock at her bedroom door. "Derpy, dear is everything alright?" asked her mother's gentle voice.

Derpy pull the blanket tighter around herself. "G…go away. I… I just what to be alone."

"Come now dear let me in." her mother cooed her. "I got muffins."

At those three words the grey pegasus lifted her head slightly, peeking at the door though the sheets. "Are they chocolate chip?"

"Of course."

There was a moment of silence as Derpy took a moment to consider whether she was sad enough to say no to her favourite food.

She wasn't.

"You can come in." she said mournfully.

The bedroom door opened, revealing an older grey pegasus with a long golden mane wearing a pink apron and carrying a plate of muffins in her mouth. Putting the plate on the nightstand she took a seat next to the mass of blankets. "Now dear, do you want to tell me why you're crying?" she asks.

The filly beneath the blankets didn't answer her mother, but instead quickly took one of the muffins from the plate and slowly nibbled on it.

"Did something happen at school today?"

Derpy remained silent.

"Were they calling you names again?"

There was a sudden sniffle, before a part of the blanket began to move up and down. "They called me googly eyes."

"Oh, my poor baby." Her mother said wrapping her arms around her blanket covered daughter. "It's okay."

"No it's not!" Derpy cried as she pressed her head against her mother's neck. "Everyone make fun of me and calls me a freak because of these stupid eyes of mine. I hate my eyes, and I hate my life!"

"Now you listen here Derpy Sapling Hooves." Her mother said in a stern voice, pulling her daughter in front of her to look her directly in the eyes. "The world will not always be fair and you will meet ponies who are mean and selfish. But I promise you, you will find ponies who will accept you for who you are. Unlike the ones at school they see past your eyes and see the kind hearted and fun loving little girl that I know and love."

Derpy looked into her mother's eyes for what felt like forever. The tears had stopped flowing down her face and she was feeling less sad than before.

"Really?" she asked.

"Really." with that the two embrace each other in a warm hug.

"Hey, Mum."

"Yes, dear?"

"Do you think a boy will see me that way too?"

At the mention of the word 'boy' her mother's eyes widened to the size of saucers. "Uh… maybe dear, uh… why do you ask?"

"I just wanted to know if I'll have a husband when I grow up." Derpy asked not realising that the conversation was making her mother somewhat uncomfortable.

"I'm sure you will honey, and I'm sure he will love you just as much as I do. But there is still a long time until then. Okay?"

"Okay, Mum"

"Good, now would you mind passing me a muffin?"

For the rest of the afternoon Derpy and her mother sat in her room eating chocolate chip muffins and talking about the friends she would one day meet.

_534 years in the future_

"Dr. Whooves, you can't do this!" Cronus protested to the brown stallion who was busy dragging a large piece of cable to what looks like a miniature blue barn. The brown horse ignored his fellow scientist as he plugged in the cable at the back of the barn.

"The TARDIS isn't ready for this. If you try to activate the time vortex now it could explode, or cause a planet wide blackout, or-"

"Or it could do what we built her to do." The Doctor said cutting him off. He walked over to the other side of the lab to get another cable. "Honestly Cronus, you need to relax."

"Relax!" roared the blue stallion who was following behind the doctor. "You want me to relax!?"

"Yes, if you wouldn't mind."

Cronus shook his head at his friend in disgust. _Why does Whooves have to do something insanely dangerous every time we work together?_ He thought to himself. True, his recklessness had made him a famous inventor, at the price of being deemed a mad scientist. The Doctor actually found the idea funny and would often dress up as one on Nightmare Night.

"You're insane." The blue stallion sighed realising it was hopeless to try to talk him out of doing this.

The Doctor chuckled lightly as he connected the last of the cable to the TARDIS. "Well, you know what they say about geniuses being confused with the insane." He said. (?)

With all the power cables connected to the blue barn, the two scientists opened its doors and stepped in. On the outside, the barn looked as if it could only fit one or two ponies at a time. However, the inside showed a much different story. The inside of the TARDIS was as large as a ballroom with a large pillar standing in the centre.

Dr. Whooves moved to one of the many panels that surrounded the pillar, causally mumbling to himself as he started to press buttons and pull levers. Cronus meanwhile stood by the door, ready to run if there was the slightest sign of danger.

"Okay, that should do it." said the Doctor as he finished typing on the panel. "Now all we need to do is activate the time vortex, pump in enough power to bring the main computer online then open a controlled wormhole without causing a permanent rip in the space-time continuum. Simple."

"Simple," Cronus muttered under his breath, "You always say that."

"Cronus, would you mind closing the door please." Dr. Whooves called back going to the other side of the pillar to type on another panel. "We wouldn't want to be sucked out when we enter the wormhole now, would we."

"Don't you mean, _if_ we enter a wormhole?"

The Doctor chuckled lightly. "I'd think that you would know by now that I never deal with 'ifs'."

"Of course, how silly of me." Cronus said sarcastically, before closing and locking the door. "I still think this is going to end with you killing us."

"Oh really, then why are you still here?"

"Well, if this thing does work and we actually manage to travel though time I'm not letting you take all the credit." He said making, the Doctor chuckle again.

Taking his place, opposite from the Doctor, the two stallions began to slowly bring their invention to life. Bringing the main computer online was the easy part; however, activating the Time Vortex was an entirely different matter. The device had to be carefully fed power. Too much, and their years of work, along with their lives, would go up in flames. Too little, and it would not activate.

"How's everything looking at your end?" Dr. Whooves asked while keeping an eye on the power readings on the screen before him.

"Good so far." The blue stallion answered, also keeping his eyes on his screen. "But the Time Vortex needs a lot more energy than I expected."

"How much?"

"From the top of my head I would say… twenty-five percent."

The Doctor lifted his head and looked at his friend sceptically. "I thought you said anything over twenty percent would be bad."

"Well, that's what the simulations say." Cronus said looking back at the Doctor who, to his surprise, looked as if he was having second thoughts. "Don't suppose you've change your mind?"

Dr Whooves looked up at the blue stallion who stared at him with questioning eyes. _My doubt must be showing,_ He thought as he turned his attention back to the screen before him. Truth be told, he had his doubt about going through with this since he came to the lab and found Cronus going over the TARDIS's blueprints.

His original plan was to try and activate the machine by himself. That way if by the small chance it did explode, his life would be the only one in danger. That plan had since flown out the window now that Cronus had decided to stay rather than leave like most ponies would have done. _I'm beginning to rub off on him_. The image of the blue stallion wearing the Doctor's red bowtie would have brought a smile to his face if he wasn't trying to decide whether or not to go through with his potentially suicidal plan.

"Whooves?" Cronus called, snapping the Doctor out of his mental escapade. "Well, are we going to do this or not?"

The brown stallion looked at his friend, to the screen, and then back to Cronus. He had come too far now to just turn around and leave with his tail in between his legs, but what if something bad did happen.

_No,_ he thought giving his head a quick shake to clear his mind of doubt, _I do not deal with "ifs" the machine is going to work perfectly just as I calculated._

With that, the Doctor gave Cronus one of his cocky smiles. "Of course we are." He said in his usual cheery voice.

Cronus gave a small sigh. He was hoping the Doctor would have second thoughts and stop the test, but he should have known better. Once he set his mind on something, nothing could change it, not even himself.

"Alright then," the blue stallion muttered, "let's start with getting twenty percent. Then if we have the time, pray."

The two scientists began the long and painfully agonizing process of feeding the Time Vortex power. Soon they heard a soft humming sound coming from the pillar which made both the ponies both excited and cautious. The device was slowly activating and they were only at seventeen percent.

"So far, so good." Cronus said sounding slightly more confident than before.

Dr. Whooves, on the other hand, was feeling even more nervous than ever as he watched the power level rise. For some strange reason, there was a small voice in the back of his head demanding he stop the test, that it was too dangerous, but he ignored it. All of his calculations said that the chance of something going wrong was virtually zero.

The humming sound from the pillar grew even louder and a faint glow could be seen in its core. Cronus was growing more and more excited for each passing second. _I can't believe this,_ he thought, _i__t's actually working. The Time Vortex is actually responding!_

When they finally reached twenty percent, the glow within the pillar was almost reaching the top and bottom, and the humming was almost deafening.

"It needs more power." Cronus said impatiently like a child who wanted to open his birthday present early.

The Doctor noticed this and raised one of his eyebrows in a questioning manner. "You've change your tune," he said, "What happened to the whole 'I'm going to kill us all' stuff?"

"That was before I saw these read outs." The blue stallion replied defensively. "The power levels are steady, the core is nowhere near the red zone and the Time Vortex is responding perfectly. Just a little more energy and we'll make history." For a moment the Doctor shared his friend's enthusiasm, but then he saw something on the computer screen that made his stomach tired up in knots. It was a small energy surge from the Time Vortex, so small in fact that most scientists wouldn't have seen it or paid it attention to it. Luckily, Dr. Whooves wasn't like most scientists.

"Cronus, we need to shut the TARDIS down, now!" He shouted, barely controlling his panic.

The blue stallion looked at the Doctor, confused by the sudden urgency. "What!" he said. "Why?"

"There's no time to explain, just do it!"

"But we've come so far," Cronus protested not wanting to lose his chance of becoming a renowned scientist like his friend, "I don't see anything on my screen that would call for an immediate shutdown."

"JUST DO IT!"

For a moment the blue stallion was stunned by the Doctor's sudden outburst. It was extremely rare for the Doctor to raise his voice, and even when he did, it was only in the most serious of situations.

After regaining his senses, Cronus reluctantly followed the Doctor's orders to perform the shutdown, but the computer wouldn't respond to the command. In fact, it was continuing to feed power to the Time Vortex.

"What are you doing?" Dr Whooves shouted, "I said shut it down!"

"I'm trying, but the computer isn't responding!"

"Blast it." the Doctor cursed, slamming his hooves onto the panel. This was what he was afraid of. Even though they had performed extensive research on the device, there was still a great deal they did not know about it, or what would happen if it was given too much power.

He looked at the screen to find the power levels had reached twenty-eight percent and rising. Everything in a fifteen-mile radius could be reduced to a very large smoking hole in the ground. Cronus was also rattling his brain for a way to shut down the machine.

Suddenly, the blue stallion thought of the cables the Doctor had plugged before the start of all this madness._If we can't shut it down on the inside, then maybe we can shut it down on the outside,_ he thought. With that, Cronus ran towards the entrance at top speed, not even bothering in letting the Doctor in on his plan.

"Cronus, wait!" the Doctor called out to him, "Where do you think you're going?"

"I'm going to pull the plug!" He called back.

Dr. Whooves was confused for a moment, but then his eyes widened in realization. _Of course, why didn't I think of that!_ He thought as he rushed to his friend's side. However, if he had stayed at his station he would have seen the words;Quantum Leap activatedflash across his screen.

Cronus reached the doors first with the Doctor a couple of steps behind. The blue stallion quickly pulled the doors open expecting to see the familiar lab where they had been working in for the past five years. What he found was beyond his comprehension.

Instead of the large white room with cables littering the floor, the pony was staring at what he could only describe as a tunnel of light. He stayed where he was for a brief moment, his face the perfect image of shock and confusion before suddenly being pulled out of the TARDIS by some invisible force.

Cronus screamed in horror as his hooves left the safe contact of the time machine's floor. He tried to grab on to something, but it happened too fast. There was nothing he could do to save himself from being pulled into the tunnel. Just as he had lost hope, he felt something grab onto one of his legs. Looking back at the entrance of the time machine he saw the Doctor hanging out of the TARDIE with one hoof holding his leg and the other securely holding onto the machine's doorframe.

"PULL ME BACK IN! PULL ME BACK IN!" the blue stallion shouted at the top of his lungs.

"I'm trying!" the Doctor grunted as he tried to pull his friend back to the safety of the time machine.

It was a losing battle as the Doctor could feel his grip on Cronus' leg was slipping. The blue stallion felt this too, and began to twist and turn in the hope of getting a grip on the Doctor's arm with his own fore-hooves. This however, only caused the chestnut brown stallion's grip to become even looser.

"Cronus! Stop moving around, you're making me lose my grip!" Dr. Whooves called out. Whether he heard him or not, he could not say, as the fellow scientist was begging him not to let go.

Pulling with all the strength he had, the Doctor slowly pulled himself back into the TARDIS with his hoof still holding onto Cronus' leg. As soon as his hind legs touched the machines floor he grabbed the blue stallions other leg with his free hoof, making the job of pulling him back in easier. The Doctor smiled as he was seconds from bringing his friend back into the time machine.

"Don't worry Cronus, I've almost got you." He said pulling with all of his might.

But just as he had half of the blue stallion's body through the doorframe, disaster struck. Out of nowhere, a sudden bolt of energy crushed against the time machine with enough force to knock the Doctor off his hooves. For one brief moment he could see Cronus' eyes widen in horror as the hooves that were keeping him from flying into the abyss were suddenly gone.

The last thing he saw of his friend was him reaching for the doorframes, calling out his name as he was sucked out of the time machine. "CRONUS!" the Doctor cried as he got back onto his feet.

He quickly ran back to the doors in the hope that he could still save him, but deep down inside he knew there was nothing he could do. Cronus was gone. Washed away in a portal through time where he could have died upon being swept away, or permanently stuck in a time limbo.

For a moment the Doctor stood by the door looking out into the tunnel, trying to come up with a plan to save his friend from a fate that could very well be worse then death. But nothing came to him. Here was the great brilliant Dr. Whooves, the pony who everyone called the smartest pony who ever lived and yet, for the first time in his life, he didn't know what to do.


	2. The Stranger

**The Stranger**

"Hey Derpy, what do you think of this one?" Carrot Top asked as she looked at herself through her bedroom mirror. The pale yellow pony wore a dark blue dress that speckles whenever the light hit it. The grey pegasus who was idly sitting on the earth pony's bed reading a comic book looked up to inspect the dress.

"Wow, Carrot Top you look great." Said Derpy truly admiring it. "I bet all the colts at the festival are going to ask for a dance with you."

The orange mane pony slightly brushed at her friend's praise. "Thanks Derpy." She said moving towards the closet to put the dress away. "So, what are you planning on wearing?"

The grey pegasus didn't respond to her friend's question at first, she just remain where she was pretending to read the comic before her. In truth she wasn't planning on going to the Harvest Festival this year mostly because of what had happen at the one the year before. The events of what had happen that day were still fresh in her mind and she did not wish to relive it again.

The winged pony was brought back to pleasant by the sound of Carrot Top's voice. "Hello, Equestria to Derpy is anyone home." She said waving her hoof in front of grey pegasus face. "I said what are you wearing for the festival?"

Derpy thought for moment if she should lie but thought better of it, she was a terrible liar and even if she wasn't she couldn't lie to Carrot Top. They had been best friends since she had moved to Ponyville from Cloudsdale all those years ago. To even think of lying to her made Derpy feel a little shameful.

"I… I don't actually plan on going this year." She said keeping her eyes on the comic.

"What!" Carrot Top yelped in surprise. "But why not? We always go to the festival together, it's a tradition."

"I know." The winged pony said still refusing to meet her friend's eyes. "It's just that with what happen last time…"

"Oh, Derpy that was a year ago I'm sure everypony had forgotten it by now."

"I'd crashed into the Mayor while she was giving a speech in front of the town. Ponies don't forget something like that."

For a moment an awkward silent settled between the two friends with Carrot Top trying to find the right words to change Derpy's mind while she sat there skimming over the comic. When the silent became too unbearable the grey pegasus cleared her throat and added. "I also have to deliver the mail the next day so I need to get a good night rest anyway."

It was a horrible excuse they both knew that but it was logical none the less. Carrot Top sighed deeply, Derpy was a good friend, kind, loyal, and always there when you need her but she can also be quite stubborn at times, epically when it had something to do with past embarrassing situations. She remembers one time at Sugarcube Corner when the pegasus accidently tripped onto a table full of sweets making a very large mess. It took three whole weeks for Derpy to build up the courage to go back.

"Okay Derpy." Carrot Top said suddenly putting on a reassuring smile. "If you don't want to go then I won't force you but promise me something."

"What?"

"That next year you will come." She said putting a hoof on her friends shoulder. "Otherwise it wouldn't be worth going to without my best friend by my side."

The grey pegasus could feel her cheek getting hot, she felt truly flattered by what Carrot Top said and a little guilty. "Okay." Derpy said. "I promise."

After that Derpy said goodbye to her friend and left for home. It was late noon and the sun was half way through setting turning the once blue sky into a blazing orange. It was truly a magnificent sunset, However the blonde mane mare was the only one who seem to be paying it any attention. All the other ponies were too busy with putting up the decorations for the festival or going home after a long day of work.

Looking at the setting sun Derpy remembered warm memories of her mother and how they would sit on the front porch of their house with a plate full of muffins and just watch the sunset. The winged pony stoped for a moment to allow those memories to flow through her mind. For a brief second she actually thought she felt her mother's warm, welcoming forelegs around her.

Suddenly the happy memories turn sour as she remembered the day when her mother wasn't there anymore. When the one fateful afternoon when she was coming home to school she found her mother's boss Mr Ink Spot waiting for her to tell her that her mother won't be coming back.

Derpy violently shook her head. _No. Don't think about that. _She told herself fighting against the tears that wanted to so badly to be set free. After taking a deep breath the grey pegasus manage to regain control of herself and continued home.

Her home was a large white building which also doubles as Ponyville's post office. The first floor was the post office itself while the other two floors which were originally for storage has been coveted into a well furnish apartment.

After eating a light meal the grey mare went up to the third floor to sleep. But sleep wouldn't come to her as her mind wondered if she should go to the festival. Carrot Top looked so upset and disappointed when she told her she wasn't going and it would be the first time that they wouldn't go together. Maybe she should go.

Then the memory of her crushing into the mayor came rushing back like the tidal wave. The look of surprise and anger on the mayor's face, the roaring laughter from the crowds and the feeling of unbearable embarrassment filled her head.

_No. this for the best._ She thought turning onto her side to look out the window at the star filled sky. _This way I won't do anything else embarrassing. Besides I'm sure Carrot Top will have a better time without me there messing things up._

With that the grey winged pony closed her eyes and drift off to sleep, hopping that the next few days pass quickly and without incident.

* * *

><p>In the hills overlooking the town, a strange creature stood watching the town as its citizens slept soundly. The creature was three times larger than a pony and stood on four crab-like legs, it's golden metallic skin gleams in the moon light. Its single large eye scans over the town, searching for guards or other defences.<p>

Once it was satisfied there was no immediate danger of discovery it moved closer to the town. Despite its large bulk the creature moved quickly and quietly to the nearest house, barely making a sound as it glowing eye looked through a window.

Inside was a young blue pony sleeping soundly in its bed, for a moment the creature thought of taking her back to its lair but decided against it. The chance of the pony waking up and calling for help was far too high and it cannot risk detection, at least for now.

Turning around the metallic creature retreated to the hills empty handed but it didn't mind. It had all the time in the world to acquire a suitable specimen and once it has what's its needs nothing in this world will stop it.

Nothing.

* * *

><p>Derpy Hooves flew across the sky at lightning fast speeds as she tries to deliver the mail on time. Usual she wouldn't be flying so fast but the young winged mare had slept in and now she was incredibly late with the mail. Even with the speed she was traveling at she was still far from halfway done.<p>

_Oh, why did this have to happen?_ She thought as she dropped off a package in front of a house without checking if it was the right address or not.

After an half hour of frantic flying Derpy had manage to deliver almost all of the mail for the day. Now the only ones left were for Sweet Apple Acres which was located just outside of town.

She allowed herself to fly in a more moderate pace then before seeing how the apples family were much more laid back in when they got their mail.

As she flew at this slower pace she noticed that more decorations had been put up since yesterday. They even had the stage where the school hosts its play commemorating the towns settlers up. Derpy felt a small ping of regret in her heart but ignored it and continue flying to Sweet Apple Acres.

After a couple a meters outside of the town the grey winged pony decided to land to give her wings a short break. She sighed in relief when she felt her feathered wings folded on her sides, after today she might not be able to fly for a week.

Walking through the small forested area that separated the Apples family farm and Ponyville, Derpy couldn't help but notice the transformation from winter to spring. The trees were full a bright green leaves and birds singing in their nest while the ground was covered in colourful flowers and small animals. It reminded her of how she helped Carrot Top with planting the seeds during Winter Warp Up.

Suddenly all of the animals who were just going about their usual business became frighten of something and began to ran away. _Strange. _Thought Derpy. _Wonder what got them spook?_

As if to answer her unspoken question a loud humming sound suddenly appeared causing the grey mare to almost jump out of her skin. Turning around Derpy grasped in surprise by what was happening before her.

There in the middle of the path a small blue barn was slowly fading into existence. The humming noise became louder as it became more solid causing the winged pony to cover her ears. When at last the strange barn became fully solid the noise slowly faded away leaving behind a confuse and slightly frighten pugasus.

_Where…where did that come from?_ Derpy thought as her mind tries to register what had just happen. The grey pony remain where she stood trying to come up with a logical explanation as to why a blue barn would just appear like that.

_Maybe it's some type of magical device._ She thought. _Or maybe it's some type of space ship from another planet._

The idea of making first contact with an alien race excited the grey pony, at least it did before she remembered what happen in one of her comics. In the comic a young filly like herself came across a space ship and met several little green aliens. At first the aliens seem really nice but when the filly got on to their ship they all turn out to be evil and wanted to eat the filly.

Derpy gulped down a lump in her throat as the excitement she was feeling before turns into fear. What if the blue barn was a space ship full of evil pony eating aliens and they chose to land here to make her into their next meal.

With a shaking hoof Derpy grabbed a nearby stick and held it out towards the barn. _If they want to eat me then I won't make it easy for them. _She thought as she tries to be courageous.

Taking very small steps she slowly approached the barn. "Hel…hello." She called out to it when she was a couple meters from it. "Is anypony in there?"

Nobody answered.

Taking a deep breath Derpy closed the gap between her and the barn by another few meters. "My…my name is Derpy Hooves and I…I welcome you to our…our planet."

Again the barn remains motionless.

Seeing no immediate danger the grey wing pony took the last couple of steps towards the strange space ship. Now being in front of it she began to wonder why aliens would make their space ships look like barns. _Maybe it's some sort of cloaking device._ She thought as she gently tap it with the stick.

When nothing happen she then proceeded to find the door which didn't take a long time with it having only four sides. Once she found the door Derpy wondered if she should try to open it. For all she knew the aliens could be waiting for her on the other side, ready to snatch her and make her their dinner.

She shook her head to get rid of that thought, if these were pony eating aliens they would have try to capture her by now, wouldn't they?

Reaching out with one hoof while the other held the stick tightly Derpy was about to open the barn's door when suddenly they open by themselves. It was too dark for her to see anything clearly but she could clearly make out a silhouette of some sort of creature standing just inside of the door's threshold.

For a brief moment Derpy stood there looking at the shadowy figure before her, her eyes widening in surprise and shock. Then acting on pure instinct the grey mare closed her eyes and started to pummel the alien while screaming at the top of her voice.

Even though she had her eyes closed she knew she was hitting the alien from all the yelling it was producing when the stick made contact. She couldn't exactly hear what it was saying because of her own terrified screams but she imagines it was along the lines of 'resistance is futile.' or 'prepare to be eaten.'

With those thoughts, plus the image of a hideous slimy pony eating alien stuck in her head Derpy redoubles her efforts to beat it into submission. After a series of blows to what she could only assume was the alien's head there was the sound of something heavy falling onto the floor.

For a moment Derpy continued swinging the stick but when it didn't make contact with anything solid she realize that the alien must have been what had fallen onto the floor. With slight hesitation she slowly opens her eyes to see what the unconscious alien look like. What she saw before her left her completely speechless.

Instead of it looking like the small green scary looking pony eating alien from her comics the alien before her look more like a normal earth pony. It had a chestnut brown coat with a dark brown mane, it wore a bright red bowtie around its neck and had a hourglass for its cutie mark.

"Wow." Derpy said as she started to poke the unconscious alien with her stick. "I didn't expect an alien to look so…pony like."

While she poked the pony looking alien she began to wonder what she should do with it. She couldn't leave it here, it might wake up and call for reinforcement or it could try to kidnap another pony. The only thing she could think of was to take it home and hold it prisoner, at least until she was sure it wasn't a threat to anyone. But first she's going to need some rope.

* * *

><p>One of the first thing doctor Whooves notice when he regain consciousness was that his entire body felt as if it had been stomped on by an rampaging dragon. The second thing he notices was that he wasn't in the TARDIE he was instead laying on a small bed staring up at a white ceiling.<p>

Confuse, he tries to lift himself off the bed but found his legs were bound together by rope. "Well, this is interesting." He said. "I can defiantly say this have never happen to me before."

Looking around the room for any indication as to where or when he was the Doctor found that the room he was in was obviously somepony's bedroom. The walls were a light shade of blue and had several pictures hanging off of them. Beside the bed there was a night stand which had a lamp, a couple of comic books and a picture of a grey female pegasus hugging a little grey filly.

Before he could continue his investigation the door on the other side of the room opened to reveal a grey pegesus. The Doctor couldn't see the pegesus face on the account of the tray of muffins blocking his view but he was fairly certain it was one of the females form the photo.

The pegasus placed the tray on the night stand then turn to face the Doctor. She was young being only two years or so behind him with a golden mane that was kept in a simple style, she also had a pretty face that most mares her age would kill for. All in all she was quite an attractive pony, if only her eyes weren't so weird.

Her eyes, while a beautiful shade of sunny yellow seems to look away from each other. For instance right now her left eye is looking up at the ceiling while her right was staring straight at him. It was amazing that she manage to place the tray so neatly on the night stand let alone walk in a straight line.

_Must be a genetic defect._ The Doctor thought.

The pegasus cleared her throat then said in a very slow, very clear voice. "Hello visitor form the stars my name is Derpy what's yours?"

The Doctor didn't answer at first, he was far too confuse by the pegasus 'visitor from the stars' comment. Well that and as to how he got here with a pain stricken body.

The pegasus or Derpy as she had called herself must have thought that his lack of an answer meant he didn't understand her because she repeated the question again slower and clearer than before. "I said, what is your name?"

"Why are you talking like that?" the Doctor asked in return.

Derpy gasped in surprise as if the very notion that he could speak was some sort of divine miracle. "You…you can speak our langrage."

"Of course I can." He said. "I can also speak draconic, griffon, several ancient unicornions derelicts and a little bit of Zebraas."

"Wow, you must have been spying on us for long time." Derpy said frowning in deep thought.

_Spying_? The Doctor thought. _Why would this pony think I'm a spy?_

Before he could continue this line of thought the grey pegasus asked him another question. "What planet did you come from?"

The Doctor's eyes widen by the unexpected question. For the first couple seconds he was left speechless then after collecting his thoughts he finally manage to utter. "What?"

"I said what…"

"No, no I know what you said. It's just… what in the name of the princesses make you think I'm from another planet?"

"Well, I saw you land your space craft and…"

"Space craft? I don't have a…" Then a sudden surge of memories came rushing back like a tidal wave. He remembered being on the TARDIE as it 'landed' in another time zone, he then remembered opening the doors and being attack by something with a stick. After the memory surge it didn't take him long to piece two and two together.

"You hit me with a stick!" he yelled louder than was necessary causing the grey pegasus to flinch slightly.

"Oh, you remembered that, huh?" Derpy said as she turns her head away from his angry gaze, scratching the back of her head sheepishly.

While the Doctor was angry at the pegasus he was also panicking over the fact that she saw the TARDIE 'landing'. If she finds out that it's a time machine instead of a space ship she was going to asks more questions, questions that could course an inconceivable amount of damage in the space-time continuum. He had to get away from this pony before then but how.

As he was pondering on how to escape Derpy was going over the events of how she saw the TARDIE land and how she thought he might be a pony eating alien. "You don't though right?" she asks hopefully. But the Doctor wasn't even listening; he was still trying to figure out how to get away from her.

"Hey." she said poking the Doctor in the ribs which got his attention. "I said you don't eat ponies do you?"

For a moment he was about to ask where that absurd notion came from but realize that she had been talking the whole time he was planning his escape. "No I don't."

"Well, that's good." She said with a sigh of relief. "And sorry about hitting you with a stick. It's probably wasn't the smartest thing to do when meeting a visitor from another planet."

"No." the Doctor said slowly as an idea slowly formed in his head.

"No it wasn't."

The idea while it would keep her from asking any awkward questions it was also going to involve lying and going along with the 'Visitor from outer space' thing. This didn't make him happy as he was a terrible actor.

"It's also not a very good idea to have your 'visitor' tired up like this." He said as he swayed his legs back and forth slightly.

Derpy stayed where she was at first as she was clearly trying to determine whether or not she could trust him. Hoping it would help, the Doctor gave her his biggest reassuring smile that he could manage. After what could have been a life time the grey pegasus finally untie the ropes around the Doctor's legs.

Raising to his feet the brown earth pony stretches his legs, sighing in relief for being able to move his stiff muscles. "Thank you." He said giving her a warm smile. "Well, I've got to go now and do some alien stuff."

"What?" Derpy said as he turns and walks towards the door. "Bu…but you can't leave yet. I got so many questions."

The Doctor didn't stop though in fact he was now moving faster to the door. The grey pegasus realizing this quickly flew over the brown pony and blocks it with her body. The brown pony came to a screeching stop, almost crashing into her. The wing pony gave the Doctor an angry and somewhat hurt glare. Hanging his head in defeat the Doctor gave a slight sigh. "Okay, what's your question?"

* * *

><p>After several gruelling hours of answering the pegasus's questions the Doctor has come to the conclusion that this young mare has read far too many comic books. Most of her questions revolve around if he had some special powers or if his 'space craft' can take on other shapes or forms. He could swear he can hear his brain cells slowly dying from this unintelligent conversation but he knew he had to put up with for the sake of the universe.<p>

"So, what's your planet like?" She asks as she sat on the bed slowly eating a muffin.

"Oh, it's not anything special." He said in a bored tone. "It has the same things you have here. Water, Trees, an atmosphere, a sun and a moon."

"Wow." Derpy said completely amaze by the Doctor's fake planet. "I wish I could see it."

"So, is that it?" the Doctor asked silently hoping that this is the last question. "Is that all the questions you wanted to asked me."

For a moment the grey mare sat there looking thoughtful or at least as thoughtful as one could look with her eyes. "Well." She said taking another bite out of her muffin. "There is one more thing I wanted to ask."

_Blast._ The Doctor thought as he prepared for another tedious question. "Okay, what is it."

"What's your name?"

For the first time since meeting the pegasus the brown stallion was stunned. Not by the question itself but by how he should answer it, telling her his name could put the space-time continuum in jeopardy. He would have to make one up which would be an easier task if the grey pegasus would stop looking at him with those googly eyes of hers.

"My name is…" he said slowly trying to stall for time. "Is the Doctor."

"The Doctor?" Derpy questioned.

"Yes, that's my name." he said trying to sound as convincing as possible.

The wing mare didn't look convince, she leaned in until their faces were inches apart. This sudden breach in personnel space made the Doctor very uncomfortable, if she had moved any closer they would be kissing right now. Which wouldn't be such a bad thing he suppose, she was after all pretty even with her eyes being as they are and it had been a long time since he had been with somepony.

_Don't._ The logical part of him said pulling him back to reality. _You know you can't have relationships. It wouldn't be fair on them… or you. _

"Is that really your name?" Derpy asked suspiciously, looking deep into his aqua blue eyes.

It took a moment for the Doctor replied. "Yes." He said backing away slightly as to avoid any awkward situation that could be cause by being so close to a female. She remain where she was with both of her eyes now staring into his soul.

"Well… maybe it's not my actually name." he said looking away from her suspicious glare, yet for some reason felt compel to look into those molten gold orbs. "But it is what you can call me."

"But why can't I call you by your real name?"

"Oh, it's a long name and very hard to pronounced so I decided to go by the Doctor."

"I see, that makes sense I guess." The grey mare said returning to her original position. The Doctor blew a sigh in silent relief. _That was a close one._ He thought. _If she had kept pushing who knows what could have happen._

"So, have I answered all of your questions now?" the Doctor asked.

Derpy nodded "Yeah that's everything I wanted to know." She said finishing the last bit of the muffin she had been eating. The chestnut coloured stallion quickly jumped off the bed, not wanting to stay to see if the grey pegasus decides to change her mind and move towards the door. This time however there was no flash of grey jumping over him to block the exit.

"Oh, hey wait." Her voice called out causing him to stop just at the door's threshold.

Groaning silently in annoyance the Doctor turned around to the wing mare who had been wasting a great deal of his time and was for the second time since he met her, stunned. There she was sitting in the exact same spot she had been sitting in throughout the Q and A, with both of her golden eyes staring at him. The afternoon sun light shines through the window casting long shadows across the room and making her different somehow.

She was no longer the pony who knocked him out and held him prisoner, she was instead the young, beautiful mare she could have been had fate not be so cruel and made her eyes the way they were. For a brief moment it had seemed all time had come to a standstill, all there was, was him, her and her bedroom.

"I just realize you don't have a place to stay." She said completely oblivious to how her chestnut brown guest was mesmerized by her. "If you want you could stay here with me."

For a second the Doctor was serious thinking of saying yes but manage to regain control of himself. _What just happen? _He thought as he took an unconscious step backward._ Where did these feelings come from?" _

"Th…that won't be necessary but thank you for the offer." He said as he turns away from her. Before she could say anything else the Doctor closed the bedroom's door and half ran, half walk down the stairs. He needed to get out of here fast before these strange new feelings take hold of him.

After racing down several flights of stairs he finally reach the bottom floor of the building and much to his relief the grey pony wasn't following him. Walking over to the door he turns his head to the stairs one last time before opening it. With his head still on the stairs he failed to notice the orange mane pony standing on the other side of the door.

"Well, hello there."


	3. The Awkwardness

Author's note: Here is the third chapter everyone so please read, enjoy and most importantly eat muffins.

I also like to thanks Alchemist Astrid for pointing out a spelling mistake I'd made with the title and Amethyst 0 for being the first to review my story. Thank you.

Now, on with the show.

* * *

><p><strong>The Awkwardness<strong>

Derpy laid on her bed the feeling of pure excrement running through her entire being. Not two minutes ago she had just spoken to a real live alien from another planet and he wasn't at all the evil pony eating alien she thought he was. _Oh, this is so great! I can't wait to tell _

_Carrot Top about this._ She thought as she giggled in glee.

She wondered if she would meet him again. She hopes so, he was really nice considering the fact she had knocked him out and tied him up. Who knows maybe they could even become friends and learn more about each other, something that made Derpy's heart beat a little bit faster.

Looking out of her bedroom window, she watches as the last shades of the setting sun disappear and wondered what it looked like on the Doctor's planet.

"Well, hello there." Carrot Top said to the brown stallion standing before her whose eyes were almost as wide as hers. For a moment they both stood there looking at each other in a state of mild surprise and confusion.

"Umm… hello, madam." The stallion greeted with an Canterlotion accent. "Beautiful afternoon isn't it."

"Yes, I guess it is."

The two ponies remain where they were for another couple of seconds before the stallion cleared his throat. "Well, I must be off." He said as he quickly walked passed her.

"Nice meeting you." She said slightly confuse by the encounter. The orange mane pony watch the unknown stallion walked down the street in a fast pace. Once he was out of sight she turns her attention to the building in front of her wondering as to why he was here. It was far too late for it to be postal related and she can definitely say that she had never seen him before, Ponyville is after all a small town.

_Maybe he was here to see Derpy._ She thought as she proceeded to enter the building. The thought was an unusually one as Derpy found it hard speaking to the opposite sex with the exception of her boss and perhaps a few of her co-workers. Then an idea came to mind as she walks up the stairs leading up to Derpy's apartment.

Was he perhaps the reason why Derpy won't be going to the festival with her this year. Could her best friend have a coltfriend that she never told her about. It was an unlikely concept as the two told each other everything but still it was a thought that wouldn't go away easily.

_I am sure she had a good reason._ She thought as she approach the apartment door._ But what could it be?_

Several explanations came to mind with the most ridiculous one being that he's marred and is having an affair with Derpy which is silly as she isn't the type to do something like that. The most logical explanation was that she was simply overthinking about this and that there was nothing between them to begin with. Needless to say she chose to go with the that explanation.

The orange mane pony knocked on the door in the musical beat that had come to be known as 'Carrot Tops knock' and waited for her friend. It wasn't a long wait as in less than thirty seconds she could hear the thundering of hooves running down the stairs. _She must be in a good mood._ She thought which immediately brought up images of the stallion which in turn brought up another set of images that she really didn't want to think about.

The door opens to reveal the grey pegasus with a joyful smile on her face. "Hey, Carrot Top." She greeted in an excited tone. "What are you doing here?"

"Hi, Derpy." She greeted in return. "I was just in the neighbourhood and thought I'll stop by."

"Well, come on in." she said, standing aside to allow Carrot Top to enter.

Closing the door behind her, Derpy lead her friend into the apartment's lounge room. "Can I get you anything?" she offered as her friend took a seat on the couch.

The yellow pony shook her head. "No thank you."

Derpy took a seat in the chair that was across from where Carrot Top was seating. She waited for the grey pegasus to get comfortable before she asked. "So, how have your day been?"

"Oh, my day been great." She said in cheerful tone. "Well, not the morning because I accidently slept in and was almost late in delivering the mail but the afternoon was great!"

"Really why's that?"

"Because I met a ali…" Derpy stopped in mid-sentence for a brief moment. Her mouth closed and her eyes seem to drift to the nearby window as if in deep thought.

"You met a what?" Carrot Top asked confused by her friend's sudden quietness.

"I met a…umm." She continues through now her cheerful voice seems to have change to a quieter nervous one. "A…an old friend of mine."

Carrot Top raise one of her eyebrows at the grey pony suspiciously by the sudden change in her mood. "This old friend of yours wouldn't happen to be the stallion I met outside would it?"

"Oh." Derpy said chuckling nervously. "So you already met him."

"Yeah, I have." She replied finding it odd that the stallion was an old friend of Derpy's and yet she never seen or heard of him before. "What's his name?"

It took longer than normal for the grey pegasus to answer. "His name is…Doctor… Skip."

"Doctor Skip?"

"Yep, Doctor Skip that's his name, its short for Skippy you see but he doesn't like being called Skippy so I call him Skip and he's also a Doctor." Derpy said in a very fast and nervous voice. "Did I mention his name is Skip?"

"Yes you did, several times." Carrot Top said frowning at her friend in doubt. She knew that Derpy was lying to her which surprised her because she almost never lies to anypony especially to those close to her. So why was she telling lies now?

It obviously had something to do with this 'Doctor Skip' whoever he was. Already her mind shifted back to those previous explanations she had when she was walking up the stairs along with some new ones. In the end the orange mane mare decided to just ask her what was truly going on.

"Derpy." She said in a soft caring tone. "Is there something you're not telling me?"

The blond gulped down the lump that had appeared her throat before answering in a voice that was slightly quieter than before. "Wh…Whatever do you mean Carrot Top?"

"Derpy please." Carrot Top pleaded as she got up from the couch and walked over to her friend, gently placing a hoof on grey pony's. "You can tell me anything remember."

For a brief moment Derpy open her mouth to say something but quickly closed it before any sound could escape. She remains silent for a while, clearly contemplating whether or not to tell her friend what was really going on. Swallowing down the lump that had once again appeared in her throat the grey coloured mare open her mouth again and said, "I think I should go get dinner started."

With that Derpy hopped out of the chair she had been sitting on and left the lounge room with a confuse and worried Carrot Top remaining by the chair's side. There was defiantly something bothering her friend but whatever it was, it was something she didn't want to talk about. Once again her thought returns to the stallion she had met outside. _I don't know who you are 'Doctor Skip' but I swear that if you did anything to hurt Derpy I make you wish you were never born._ The orange mane pony thought darkly.

The rest of the night went on like it usually did when ever Carrot Top came over to the mailmare's home for dinner. The two ate, gossip over the other ponies, ate some muffins, gossip some more, then said their goodbyes.

"Thanks for coming over Carrot Top." Derpy said as the orange mane mare left. "I'll see you tomorrow."

"Right, see you later Derpy." She returns waving goodbye to her friend as she left.

Once she was outside of the post office she looked up at the second story window where she could make out the silhouette of her friend. "Whatever it is you're not telling me Derpy I hope you know that I'm always here for you. Always."

* * *

><p>Doctor Whooves trotted along the darken streets of Ponyville turning his head from left to right in the hope of spotting the miniature blue barn he been calling home since the incident. He wished he had asked that grey pegasus where it was before he practically ran out of the building. He had thought about going back but it was already dreadfully late and he doubted she would still be awake.<p>

Plus there was the matter over the feelings he had felt when he was around her. He had already concluded that these feelings were romantic or at least as romantic as one could get when meeting someone for the first time. But what really got his mind going was how strong these feelings were.

Back in his own time the Doctor had spent little time chasing after mares as he was busy researching the Time Vortex and building the TARDIE. On the top of his head he could only recall two relationships that were truly romantic in nature but they had both ended as quickly as they had started and nether had brought on these intense feelings before.

Perhaps it's was merely a matter of being alone for so long, after all even the most discipline mind needs contact with somepony. But then that raises another question as to why he was feeling this way now. He had come into contact with hundreds of ponies in the past albeit with a great deal of care as not to reveal his identity but still he had been in contact with other ponies and haven't felt anything like this for any of them.

_Maybe it's love at first sight_. He jested to himself. As a scientist he didn't put too much faith in such silly ideas as falling in love just by looking at a mare. Still whatever it was that had brought up those feelings he was sure he wouldn't have to worry about them as long as he stayed away from that pegasus.

As the chest-nut coloured stallion turn into what he believes to be a park a sudden glimmer caught his eye. Turning his head towards it he notices that it was coming from the top of a nearby hill. A smile spread across his face as he rushed towards the hill thankful that he had finally found the TARDIE. He could get some sleep before he has to move it somewhere less conspicuous so as to not attract any unwanted attention.

These thoughts dissipated however when the glimmer of light began to move. Coming to a stop just by the foot of the hill the Doctor watch as it came down. As it drew closer it began to take shape, a shape that he was all too familiar with.

Ducking behind a tree the chestnut coloured pony waited anxiously, hoping that he was wrong about who this being could be. Unfortunately his worst fears were confirmed as the mechanical crab like machine walked past the tree he was hiding behind. _What in the name of Celestia is he doing here?_ He thought as he watches the machine move towards the town.

The Doctor remained where he was, watching the metal giant as it made its way to the park's entrance almost noiselessly. It had been a while since he last saw the robotic being and he had hoped he would never see it again but it seem that fate had other plans.

Once the crab-like machine passed through the park's entrance and no longer in sight did the chestnut colour pony dare to move away from his hiding place. A whirlwind of questions were going through his mind as he quietly followed it. What is it doing here, what was it planning, why is it sneaking around for, how can he stop it when all of his tools are back at the TARDIE. So many questions, too little answers.

After peeping over the side of the park's entrance to make sure the coast was clear the Doctor re-entered the town cautiously. It didn't take him long to find the metal monster as it could be seen moving down the main street. Taking cover behind anything that could effectively hide his body the Doctor continues to follow it through the town until finally stopping at what he presumes to be the town hall.

Hiding behind a stall that had a sign with a golden carrot on it the chestnut brown pony watch the mechanical being as it stood in front of the large building. For a brief moment the crab-like robot stood motionless then a small antenna slowly appears from its dome shape head.

"What in Equestria?" he whispered to himself. Trying to get a better look at what the robot was doing the Doctor crept towards a group of barrels that were no more than ten meters away. However one of his back legs bumped into the wheel of the carrot cart making an almost inaudibly _thud _sound and causing the cart to shake slightly.

A pony would not have heard or notice either of these things but then again he wasn't spying a pony. Suddenly the dome head swerved around to face him, its one single glowing eye focusing on him. Before he could even take his next breath the robot lunge at the Doctor, pinning him down to the ground with one of its legs pressing down on his chest.

"I should have known you would be here." It said in a cold mechanical voice. "Fate always sees to it that our paths cross."

The robot waited for the Doctor's annoyingly witty reply but soon realize that the leg that was pinning him was also preventing him from breathing. Not wanting him to die yet it shifted its weight so that he could breathe but was still incapable of escaping.

After catching a few mouth full of air the chestnut stallion grinned at the metal giant. "It's good to see you too Galek. The last time I saw you, you were being suck into a wormhole."

"A wormhole that you created if I remember." Galek replied as it pushes down slightly with its leg causing the pony beneath to gasp in pain.

"Well, to be fair." The Doctor said in between gasps. "You were enslaving the western colonies to build a robotic army."

"And it would have been a glorious army, one that not even your precious princess with all her power could stop."

"I don't know about that, she is one pretty powerful mare after all." He mocked which earned him another painful squeeze from the crab-like machine standing over him.

"You really shouldn't mock your better's equine, especially when all it takes is the tiniest bit of pressure to their feet to squish you like the bug you are."

"And what's stopping you from doing that anyway?" The Doctor asks as he tries to stall for time for an escape plan. He could probably call for help, Galek seems to be trying to avoid coming into contact with the ponies in this time period. Although if the ponies tries to attack the mechanical giant, it would easy for it to wipe them out using any number of advance weapons that are attached to its body which was something he defiantly what's to avoid.

"Oh, don't worry your time will come but I thought it would be much more entertaining if you stay alive long enough to watch as I conquer this world and know there is nothing you can do to stop me." Galek said as a small camera-like device came out of its body, aiming at the stallion's face. "Sweet dreams my old adversary."

Realizing what the device was the Doctor began to struggle franticly even though deep down he knew it was no use. The last thing he saw before everything went dark was the device flashing the brightest light he ever seen.

* * *

><p>Derpy walked through the streets of Ponyville with her head hanging low in guilt. Last night she had lie to her best friend about who the Doctor was and to make matters worse Carrot Top knew she was lying. <em>Oh, why didn't I tell her the truth!<em> She thought as she turn the corner entering another street.

She was thankful that it was still early in the morning allowing her to ponder over her actions without the distractions of a street full of ponies. The grey pegasus didn't get much sleep last night as her mind replayed what happen. Frist she met a visitor from another planet, then her best friend who she practically thinks of as a sister comes over to spend time with her and she lies straight in her face. Then her mind wondered if what Pinkie Pie said about breaking promises and lying was true. Would she lose Carrot Top forever?

Finally after lying awake for what had seem an lifetime she decided that she would go for a walk and try to clear her head. She was mildly surprise to find the sun creeping over the nearby hills but that did little to change her mind. And now here she was walking aimlessly through the town's streets with the same question going through her head. _Why didn't I just tell her?_

_Maybe there's a way for me to make it up to her?_ The grey pegasus suddenly thought, lifting her head up as a plan began to formulate in her mind. _I know I'll open the carrot cart for her. _

With that Derpy increase her pace as she moved towards the town centre with her head held high and her lips spreading into a wide smile. Why didn't she thought of this earlier, even if this doesn't fix the rift in their friendship it'll be a good place to start.

It took her five minutes to reach the small open space in the centre of town where the town hall was located. She could see that the decorators had really gone to town here with streamers hanging from the rooftops, balloons tied to benches and carts; they even had the stage sent up in front of the town hall. Derpy's cheeks flashed red when she saw the stage, the memories of the last Harvest Festival playing out in her mind. Luckily for her Carrot Top's cart was on the other side of the town hall so she wouldn't have to look at it while she was opening the shop.

Walking around the building as quickly as possible she soon found the cart at the far corner of the plaza just by the entrance to the main street. "A prime place to put a shop." She remembers Carrot Top said when she started her business. "With the traffic coming and going through the main street I'll sell thousands of carrots and show that Applejack who's the better farmer."

As the grey pony approach the cart she stopped for a moment and turned her head slightly to the side. Listening carefully she could just make out the sound of somepony softly snoring. _Strange._ Derpy thought as she moved closer. _Why is the cart snoring?_

The closer she got the more she realise that the snoring wasn't coming from the cart itself but from behind it. Finding this even stranger the blonde mane mare quickly investigated. What she found both shock and filled her with joy. There laying fast asleep was a familiar brown coated stallion with an hour glass cutie mark on his flank. "Doctor!" She exclaim, surprise to find him behind a cart full of carrots.

The brown stallion didn't respond however, he didn't even stir when Derpy poked him in the stomach. _Wow, he's a really deep sleeper._ She thought as she continues to poke him. _I wonder why he's sleeping behind Carrot Top's cart._

Once it was clear that no amount of poking would wake him up Derpy decided that best thing to do was to take the sleeping alien back to the post office. It will be easier to explain why there was a sleeping stallion at her home then why he was sleeping on the street, at least she hope so. Pulling the alien pony onto her back the grey mare began the trek home.

* * *

><p>"<em>Almost got it." the Doctor said as as he slowly pulled down on the lever and watch as the small bronze coloured cube on the table before him began to glow. A triumphant smile spread across his lips, finally after years of research he had finally found a way to applied power to the strange artefact. He was one step closer to discovering the cube's secrets. <em>

_As he celebrated this small victory he didn't notice the door to the lab being open or shut nor did he notice a grey coloured pegasus sneaking up behind him. The obvious Doctor push the lever back up cutting power to the cube and turning it back into a mass of bronze. Turning around to write down the test's findings he was surprise to find a familiar and angry mare standing behind him. _

"_You said you wouldn't work on our honeymoon." She said her golden eyes glaring angrily into his ocean blues. _

_The Doctor didn't speak at first as he was too busy admiring his wife's beauty and the wedding veil that was still attach to her head which for some reason enhance her already beautiful face. "Sorry, love." He said chuckling nervously. "It just I finally found a power source that that cube responds to and I…"_

"_Don't think I'm more important than some cube." His wife interrupted him. _

"_What, no of cause not. You always be more important than my research." _

"_Prove it."_

"_Purdon?"_

_The golden eye mare smiled in a way that made the hairs on the back of his neck stand on end in anticipation and excitement. With a swift and graceful movement befitting the princesses themselves she leaned in and softly whispered into his ears. "I said, prove it." _

_The Doctor gulped down the rather large lump that was forming in his throat. "And…and how would I go about that exactly?" He asks trying to keep his voice steady as the feeling of her warm breath was slowly driving him insane._

_The question cause his wife to chuckle softly before moving away from his ear so she could look into those big wonderful blue eyes she fell in love with. "I'm sure a pony as smart as you can come up with something." She said before slowly leaning over for their lips to connect. The Doctor was momentarily surprise by the kiss but quickly recovered and returned it. _

_What had started as a simple kiss soon began to heat up as the Doctor felt his wife's tongue trying to gain entry into his mouth. He was more than happy to grant her wish, allowing her tongue to explore every inch of his mouth. The newlyweds were so caught up in their passionate kiss that they didn't even notice that they were now on the floor with the mare at the bottom and the stallion on top. _

_Finally when the call for air became too great for either of them to ignore they separated. They remain where they were taking in the much needed oxygen and looking deeply into each either's eyes. _

"_I love you." The Doctor said. _

"_I love you too." The grey pegasus returned._

_They remain looking into each other's eyes for a moment longer before returning to their kiss._

* * *

><p>The Doctor eyes slowly open to find himself in a room that look oddly familiar. But that didn't really concern him at the moment as his mind was preoccupied with the dream he just had.<p>

Did he really just dreamt of being married to the grey pegasus he met yesterday and perhaps more importantly did he also dreamt of being intimate with her. The idea that his mind could create such a fantasy goes to show just how badly he needed to stay away from that pony and perhaps any mares in the future. Through he is interested as to why she seems to have made such a big impact on his life.

Unfortunately this line of thought was interrupted when he realize that something was nuzzling his neck. Looking down he could have swear that his heart stopped beating from the sight that lay before him. There resting beside him with one hoof gently holding him was the very grey pegasus that he had been trying to avoid.

Suddenly a storm of questions rush his mind as he tries to keep the surging panic in his chest under control. _How… how did this happen?_ He thought as he tries to think back to last night only to realize that he had no memories of what had happen. The last thing he clearly remembers was leaving this very room which he also realizes to be the pegasus's bedroom. Had he come back for some reason, perhaps he had left something important behind or perhaps it was to gain some important information for this time period.

But then why was he in bed?

Fast asleep?

With her nuzzling his neck?

Immediately his mind went to the dream he just had. _Oh, no. we didn't… I mean we couldn't have… could we?_ The Doctor mind began to replay the dream over his head causing his chestnut coloured cheeks to slowly change into a reddish tint.

Shaking his head to get rid of those thoughts the Doctor began to search the room for any clues as to what had happen the night before. The first thing he notice was that they were both resting atop the sheets of the bed and there doesn't seem to be any evidence of them being intimate which brought a great deal of relief to him. Looking out the window he could see that it was around midday so they had been asleep for some time.

His attention was drawn back to the grey pegasus when she suddenly stated to speak softly. "Oh, no mummy no more muffins I'm too full." She softly mumbles in her sleep. The Doctor couldn't help but smile at the innocent dream she was having. "Well maybe one more."

The chestnut coloured stallion made a loud squeaking sound when he felt the grey pegasus's teeth starting to nibble on his neck. It didn't hurt but the action and the strange sensation that he felt did surprise him. He actually started to enjoy it once the shock was gone, just lying there with the grey mare gently nibbling his neck. However this quickly ended when the Doctor realize what the nibbling was doing to his body.

In a blind panic the Doctor jerked his entire body away from the mare which ended with him accidently falling off the bed with a loud crash. Cursing himself for being so clumsy the chestnut coloured pony got back onto his feet rubbing his head tenderly. "I don't believe it." he sighed. "I've travel through time, fought monsters, ancient warlords and an army of killer robots and yet I'm more afraid of this girl then all of those things put together."

Turning back to the bed he found the still slumbering mare reaching out for her missing 'muffin'. He suppressed the urge to chuckle at the sleeping mare's antics in case the noise would wake her. Walking down stairs to the main part of the apartment he began to wonder what his next course of action should be. He should defiantly look into why he can't remember anything from the previous night but that would require him to stay and ask the grey pegasus seeing how he had awoken in bed with her. Although he should also find the TARDIE as soon as possible. _Don't want somepony to accidently rip a hole in the space-time continuum._ He thought.

The decision was made for him when his stomach started to make a very loud grumbling sound. "Well, I guess I can't start the day without breakfast." He softly chuckled to himself. It didn't take him long to find the kitchen and started a late breakfast which mostly involves a banana muffin and a cup of honeyleaf tea.

As he ate his breakfast on the kitchen's bench he started to go over all of the things that had happen to him since he got here. He got knocked out by the grey pegasus, tired up by the same pegasus then woke up in the same bed as her with no memories of the previous night. Now most would have called this simple coincidence but if there was one thing the Doctor had leant since becoming a time traveller is that true coincidences were few and far between, which could only mean that she was the reason he was brought here.

This conclusion made the Doctor grateful that he wouldn't have to fight some evil magician bent on world domination and yet it also made him feel a sense of uneasiness.

Beside the fact that every time he's around her something strange or incredibly awkward happens there is still the matter of the feelings he has for her. While he's confident that he is capable of controlling these feelings he isn't really comfortable with tempting them. The last thing he needed is him doing or saying something stupid.

The sound of hoof steps brought the Doctor's attention to the stairs where a half asleep pegasus was lazy making her way down. "Good morning!" he greeted.

The grey pegasus let out a ear splitting screech before jumping into the air and flew behind the couch. The Doctor stared into the lounge room slightly stun from the mare's reaction. "Well, that could have gone better." He said to himself as he put down his half eaten muffin and walked over to the couch.

As he got closer to the couch he could hear a small frighted voice saying. "Pl…please d…don't hurt me. You…you can ta…take anything you want just please don't hurt me."

The chestnut coloured pony couldn't help but laugh slightly at the pegasus's overreaction. "Is alright Miss I'm not going to hurt you." He said in his most gentle and non-threatening voice.

Slowly the frighted grey pegasus lifted her head over the couch to see the familiar chestnut coloured pony giving her a gentle smile. Almost immediately her face changes from barely contained fear to unbridled joy. "Doctor!" she said jumping over the couch and giving him a hug which made him feel a bit uncomfortable. "What are you doing here?"

"I was actually hoping you could tell me." He said.

It only took a short amount of time for the grey pegasus to tell him about how she had found him and took him back to her apartment so he wouldn't be discovered by the other ponies. "Then when I came back from helping my friend open her store I felt really tired so I decided to take a nap."

"With me still on the bed?" the Doctor questioned. "Didn't you think that was just a bit inappropriate?"

"What do you mean?" she asks innocently

He was about to answer but thought better of it. That conversation could be steered into any number of directions several of which he neither have the time for nor wish to discuss. "Never mind." He said. "So when you found me was there anything strange or out of place?"

"Not really." The grey pegasus said as she thought back to when she found him. "Well, there was that smelly black stuff."

"Black stuff?"

"Yeah, when I went back to help my friend open her store I found this black liquid. It smelt really bad and it was really slippery."

"I see." The Doctor looked down at his hooves as he thought about the possible link between this black liquid and his loss of memories. "Could you take me to where you found the black liquid?" he asks.

The grey pony gave him a bewildered look. "Um, sure if you want to."

"I do"

"Oh, Okay. Let me just grab a muffin to go." With that the grey mare went to the kitchen leaving the Doctor alone to ponder over this discovery. Even though he can't remember exactly what happen last night there were a few things that were beginning to surface. Mostly sounds and blurs of colours but still the memories were slowly returning. He could only hope the feeling of dread in his stomach was just him being paranoid otherwise worrying about the pegasus and her strange antics will the least of his worries.

Meanwhile deep within the maze like tunnels that was dug out by a colony of Diamond Dogs. The mechanical behemoth known as Galek was navigating through the twists and turns that would confuse most creatures with ease. Every now and again it would stop and swerve its dome head before moving onwards.

It did this several times before it finally found what it was looking for. Coming to a complete stop in the middle of what others would presume to be just another random tunnel Galek turns to the wall, its glowing eye peering through the stone. If the machine had a face it would be smiling at the prize the laid behind these stone walls. Several panels opened across its cylinder-like body releasing long mechanical arms and a device that began to glow a faint blue light.

Suddenly the light began to intensify until it shot several burst into the wall causing the rock to slowly melt away as if it was ice. It would take some time for the metal giant to reach its prize but that was perfectly fine. By the time that meddling pony remembers the events of last night Galek will have already completed its secret weapon and found a pony to test it on.

At last victory will be his.

* * *

><p>Author's note: Wow! Who knew Doctor Whooves had such a dirty mind O-O.<p>

Well, I hope you enjoy this chapter. Goodbye for now. :D


	4. The Protector

Damn this took forever!

Well I hope this lives up to your expectation. Enjoy.

* * *

><p><strong>The Protector <strong>

Derpy and the Doctor walked down the streets of Ponyville in silence as they made their way to the town's centre. The grey mare found the silence somewhat unnerving mostly due to the serious look on the chestnut coloured pony's face. _He looks really concern about something._ She thought. _Maybe there's something I can do to help. _

"So Doctor how long are you going to stay in Equestria for?" she asks in the hope of lightening the mood.

It took a moment for him to answer her as he was too deep in thought. "Oh, just a couple of days or so." He said without turning to her.

"Then what."

"Then I guess I'll get into my spaceship and go to another planet."

"Wow, I wish I could do that. Just go where ever I want to, have amazing adventures. It would be so cool."

The chestnut coloured stallion turns his head slightly giving the grey mare a knowing look. "Trust me Miss adventuring isn't as fun as you may think it is."

"Well, maybe that's because you're doing it all by yourself." She said in a cheery tone. "Going on adventures isn't fun unless you have a friend there to share it with. And you don't have to call me Miss just call me Derpy."

"Very well, Miss Derpy." He said giving her a small smile.

The grey mare couldn't help but giggle slightly at the Doctor's little joke. _There we go._ She thought, happy to see her guest finally loosening up a bit. As they continue to make their way to the town centre Derpy was able to slowly coax the Doctor out of his shell. He was even telling her some things about himself, like how he was a famous inventor back on his home planet.

"Wow, so what kinds of things do you invent?" Derpy asks as they turn the corner.

"A lot of things." he said enthusiastic by the topic of the conversation. "Like one of my very first inventions was this screw driver that uses different sonic frequencies to achieve multiple tasks."

"That sounds…really complicated."

"Actually it's not as complicated as you may think. All you need is a…" the Doctor's explanation was cut off when his companion suddenly collided into another pony. The pour grey pegasus was knock off her feet while the other pony, a tall maroon coloured stallion with a set of blue boxing gloves for a cutie mark towered over her as if nothing happen. "Hey! Watch where you're going!" he shouted showing no interest if the mare was hurt or not.

"I'm sorry I didn't see you there." Derpy apologise rubbing the lump that was slowly forming on the back of her head.

"Well, with those googly eyes of yours I'm not surprise. Now get out of my way freak!"

Derpy was taken aback by what the stallion said but did as she was told moving aside to allow the taller stallion to go past, fighting back the tears that were forming around her eyes. "Okay." She uttered hanging her head low.

The maroon pony had taken no more than two steps when he felt a hoof tugging on his shoulder. Turning around he was surprise to find a chestnut coloured stallion wearing a red bowtie around his neck with a look of barely contain anger. "Excuse me." He said in a calm but stern voice. "But I think you should apologise to the young lady."

The stallion looked at the chestnut coloured pony as if he was making some sort of joke. "And why should I?" he asked pulling himself to his full height making him slightly teller then the Doctor. "She was the one who bumped into me."

"Perhaps, But even so that doesn't give you the right to insult her like that."

Derpy, who had notice that a small crowd was slowly forming around the two stallions, quickly walked up beside the Doctor and tapped his shoulder to get his attention. "Come on, He's not worth it." she whispered. The last thing she wanted was for her new friend getting into a fight because of her.

The Doctor looks from her to the maroon stallion then back again, it didn't take a genius to see that he really wanted to teach him some proper manners but he could see that doing so would only upset the grey mare even more. In the end he took a deep breath and calmed himself down, he still felt the urge to smash that stallion's head through a wall but manage to control it.

Giving the stallion one last stern look he turned away from him and followed Derpy out of the small circle of ponies that had formed to watch the confrontation between the two stallions. Some of them actually looked a bit disappointed that the two didn't end up fighting while most were grateful. Once it was clear there was nothing left to watch the crowd dispensed and went back to their lives.

An awkward silence fell over the two ponies; Derpy had both of her eyes transfixed to the ground not noticing or caring that the Doctor's was on her. He opened his mouth to say something that would bring the usually cheery pony back but nothing came out. Closing his mouth he turns his attention back to the road ahead.

"Thank you." Whispered a small quiet voice.

Turning his head back to his companion he was glad to find her staring back at him with a small smile. It wasn't the same smile he was he was used to but it was a smile none the less. "Thank you, for standing up for me like that." She said again only this time a bit louder.

"Well, I couldn't just stand by and watch that pony speak to you like that." He said feeling himself getting angry again from just thinking about him. "No pony deserve to be spoken to that way just because they're a little bit different."

Derpy opened her mouth to say something but then realize that she didn't have anything to say. Instead she just leaned in and planted a small gentle kiss on his cheek. The Doctor stopped dead in his track, completely caught off guard from the simple gesture of gratitude. His could feel his cheeks warming up as he touched the place the kiss had landed.

The grey mare also felt her cheeks becoming warm as she wondered if she had done something wrong. _Why…why did I just do that?_ She thought as she stood there worrying what the Doctor might do. Will he get angry about the kiss or would he ignore it and pretend it never happen. When he didn't respond for what seems like an eternity she grew more and more worried. "I… I'm sorry I… I shouldn't have done that." She said turning her head away from the stallion to hide the embarrass blush on her face.

"No, no is alright." The Doctor said feeling ashamed for not responding sooner which had clearly made the poor mare feel insecure. "It just I wasn't expecting a kiss is all."

Derpy slowly turns her head back to the Chestnut coloured stallion and stared into those ocean blue eyes of his, those kind, gentle blue eyes. They both stood there and stare into each other's eyes for so long they had almost forgotten what it was they were supposed to be doing.

The Doctor was the first to turn away clearing his throat in a nervous matter. "We should umm… keep going to that uh, place." He said nodding his head down the street they had been walking down on before.

"Oh, right of course." The grey mare said as they returned to their journey.

They didn't speak at all for the rest of the trip to the town centre, they were too busy thinking over what had just happen. For one pony it was a dawning of new feelings she never felt before for the other it was a sign that he was starting to get too close. And yet knowing this, knowing that he couldn't afford getting too emotionally involve, he had to wonder that when the time comes to leave.

Would he?

* * *

><p>Carrot Top stood next to her cart which she had appropriately called <em>'The Golden Harvest'<em> watching out for any potential customers. It had been a slow day for selling carrots which was something she was kind of grateful for. While she was grateful for the business the new harvest brought, it also tired her out quite quickly. Why just the other day she was so tired she accidently fell asleep in the Apples family barn which wasn't all bad seeing how it was Big Macintosh who found her.

As she started to daydream about the close encounter with her secret and forbidden crush, the orange mane mare didn't notice the two ponies approaching her. "Good afternoon Carrot Top." One of them said causing Carrot Top to jump a little in surprise.

Turning around feeling her cheek heat up from embarrassment the yellow coloured pony found two mares standing behind her. One was pale cream with a dark blue and pink mane while the other mare had a mint green coat with cyan coloured mane with white high lights. "Oh, hi Bon Bon, hi Lyra, How are you today" She asks.

"Quite well thank you." Said Bon Bon who was looking over the selection of carrots.

"Bored." Lyra mumbled as she stood behind the creamy mare looking disinterested with the world.

"Don't mind her." Said the cream coloured pony who was picking out several carrots. "She just mad because I drugged her away from the Everfree forest."

Carrot Top grasps slightly. "What was she doing in the Everfree forest?"

"I was hunting the pale skin monster of course!" the unicorn suddenly declared in a loud voice that frighted both the mares.

"The…the what?"

"It's some creature she supposedly saw a couple of weeks ago when she was walking past the forest." Bon Bon explains. "Personally I think she was just out in the sun for too long."

"The monster is real!" Lyra insisted. "It was as big as a manticore with a mass of brown fur on its head and it wore clothes like those fancy Canterlot ponies…"

"And it wore some sort of device around its arm that allows it to disappear." The cream coloured pony finished with sarcasm dripping from her voice. "Sure it did Lyra. And I'm a princess."

"Well, technically you were one last night." Lyra stated, a devious smile slowly appearing.

Bon Bon's face suddenly turned into a bright shade of red. "LYRA!" she shouted before toning it down to a whisper that Carrot Top could barely hear. "What did I tell you about saying stuff like that in public."

"Oh, I'm sorry B.B" the teal coloured pony said feigning innocent. "It just slipped out."

The blue and pink mane mare glared at her friend for brief moment who in return continues to smile mischievously. Carrot Top's eyes switch between the two ponies, confuse by the way the conversation had gone. She was about to asked Bon Bon as to what she was doing dress up as a princess when she suddenly grabbed the carrots and left several coins. "Keep the change." She said before leaving with a smiling Lyra in tow.

The orange mane pony watch them go still very confuse by what Lyra had said but then again Lyra always had a history of saying things that left most pony very confuse. She was kind of like Pinkie Pie in that sense with the only difference being she doesn't appear randomly. _It's kind of surprising that she and Bon Bon are such good friends seeing how their personalities are totally different._ She thought.

Taking the coins around the back of the cart to put it in the money pouch she kept back there she caught the sight of a familiar grey coloured pegasus. _Strange._ She thought. _What is Derpy doing back here?_

She soon got her answer when she spotted a chestnut coloured pony following close behind her. "Doctor Skippy." Carrot Top hissed as she glared daggers into the pony. Since last night the olive coloured pony had grew more and more convince that this mysteries stranger had something to do with Derpy acting so strange lately. This had also led her to believe that whoever this Doctor is, he's not somepony she want's hanging around her best friend.

She watch the two ponies as they made their way closer to her cart until they stopped only a few feet away from her. Derpy seem to be looking for something because she was searching the ground as if she had dropped something. After a while she turned to the chestnut coloured pony, looking somewhat troubled, and spoke to him. She was too far away to hear what was being said but she could clearly see that 'Doctor Skip' looked bit frustrated by whatever it was that Derpy said.

Leaving her cart behind Carrot Top quickly made her way towards them, telling herself that she just wanted to say hello to her friend even through in truth she just wanted to be close enough in case she had to jump in and protect her. Protecting Derpy is something that she has always done even when they were little fillies, in fact that how they became friends in the first place. It was during recess at school and it was Derpy's first day which was hard enough without her condition.

Carrot Top at the time was going to sit underneath a tree to have her lunch when she saw one of the older kids picking on the small grey filly. Growing up with a set of strong moral codes she couldn't stand by and watch her be humiliated on her first day of school so she walked right up to the bully and gave her a piece of her mind. Unfortunately it ended in a fight and she had gotten a nasty black eye from it but she had also made friend too.

She had since then guarded Derpy form those who had sought to hurt her in any shape or from. Giving those ponies one of two choices, either apologise and get lost or get bucked in the face.

"…Somepony must have cleaned it up." She heard Derpy say once she had reach earshot.

"So it seems." Said the chestnut coloured pony who held his chin in thought. "I wonder if the one who cleaned it up is still around here somewhere."

The two of them were so caught up in their conversation that they didn't even notice Carrot Top walking towards them until she was practically right next to them. Derpy was the first to notice her "Oh, hi Carrot Top." She greeted turning to face her.

"Hey Derpy." Carrot Top returned before turning to the stallion standing next to her. "And it's good to see you again Doctor Skip.

"Doctor Skip?" the stallion questioned.

"Uh, yeah that's your name." Derpy quickly interjected, giving the Doctor a slight nudge with her flank. "Remember."

"Oh, yes of course I'm Doctor Skip."

The orange mane mare eyed him suspiciously for a moment before being interrupted by Derpy. "Hey, Carrot Top do you know what happened to that black stuff I found when I helped you open the cart?"

"You mean that foul smelly stuff you slipped on?" She asked making the grey pegasus blushed a bit.

"Umm… yeah, that stuff."

"Oh, well after you slipped on it I cleaned it up so wouldn't happen again to some other pony."

"What did you use?" the Doctor asks.

"A wash cloth, why?"

"Can I see it?"

"Umm, sure."

With that the three ponies returned to _The Golden Harvest_. It didn't take long for Carrot Top to find the once white wash cloth which was kept near the money pouch. Handing it over to the chestnut coloured pony who immediately brought it to his nostril and started sniffing it, the orange mane mare stood beside Derpy and watched him. "So why is he sniffing my cloth?" She asks finding what the Doctor was doing slightly bizarre.

Derpy was the first to speak. "It's for research."

"Research for what exactly?"

"For…err, for the science of… hey Doctor what science do you do again?" The grey mare asks.

The Doctor didn't answer, he just stood there staring at the cloth in his hoof as if it would attack him at any second.

"Doctor?" Derpy asked again bringing his attention away from the cloth. "Is something wrong?"

The chestnut coloured looked from Derpy to Carrot Top then back to the blacken cloth. "No, everything's fine." He said in a quiet tone just barely loud enough for both mares to hear. The way the stallion mood suddenly change made Carrot Top feel very uneasy. _It's like he seen a ghost or something._ She thought.

He continued to stare at the cloth for a moment longer before handing it back to Carrot Top. "Thank you." He said before turning away from both of the mares and began to slowly walk down a nearby street leaving both the mares confuse and worried.

"Derpy? Is your friend okay?" Carrot Top asks.

The Grey coloured pegasus didn't answer her, she just watch the stallion leave her face full of concerned.

"Derpy?" Carrot Top said again this time a bit louder, this time managing to bring the young mare's attention away from him.

"Yeah."

"I said is your friend okay?"

"Oh, yeah it's just his allergic to… carrots"

"Carrots? But he didn't even eat…"

"Listen Carrot Top." The Grey mare suddenly interrupted. "I need to go and make sure the Doctor is okay. I'll see you later alright."

With that she quickly galloped after the wayward stallion leaving her friend behind with her cart. "Hey, Derpy wait." She called out but Derpy was already gone.

Carrot Top stood there watching her friend go after the strange pony wondering rather or not to follow. The way that stallion acted really unnerved her and she didn't like the idea of Derpy being alone with him. But she had to stay here and mind the cart otherwise somepony could steal all of her carrots. She looked from the direction Derpy went to the cart full of carrots trying to make her decision. In the end she sighed and galloped after the two.

* * *

><p>The Doctor walked aimlessly down the street as if he was the only living thing left in the world. The black liquid that was on the cloth was a rare and dangerous substance called dratroleum.<p>

Many years from now shortly after its discovery in a mining accident a misguided scientist will try to use the dratroleum as a possible fuel source. In theory it could have worked, the substance was quite stable and bunt at a slow rate allowing it to last for an exceptionally long time. However the gases that were made from it were toxic making ponies sick or in a few rare cases mutate in to monsters.

The chestnut coloured pony remembered how early on in his travels he had landed in a town where almost the entire population were infected by the toxic gas. Luckily with the help of the town's sheriff along with his daughter and a traveling musician he was able to create an antidote to cure the town along with the animals in the nearby forest. Unfortunately the cure didn't work for everypony, one of the mutants who was infected for so long that it actually began to evolve into an intelligent being.

This intelligent mutant would later on create an advanced battle armour fuelled by dratoleum and swear vengeance on pony kind for turning him into a monster. Since then the Doctor and this mutant had several encounters with each other, all of them usually ending in a dramatic fight for Equestria survival. And now he found a cloth covered in the toxic stuff in a small town with little to no defence.

Is it possible that Galek is here?

_No, it can't be._ The Doctor thought. _The last time we met he was sucked into a wormhole. Even if he did survive the chances of him being in this time zone let alone this universe are astronomical at best._

And yet the image of the cloth flashed through his mind. If Galek was in this time zone it could explain his loss of memories. In their last encounter the armoured creature had used a device that could erase a pony's memory in order to enslave them. Luckily the device effects would wear off in twenty-four hours, so the pony's memory would return in time.

That is of course, if he is here.

"Hey Doctor, wait up." Called out a familiar voice that brought the chestnut coloured pony out of his mantel tangent.

He was kind of surprise to find himself standing in the middle of secluded plaza but that fact was completely overridden when the owner of the voice landed in front of him looking deeply concerned. "Are you okay?" Derpy asks "You kind of went all weird back there."

"Yes, Derpy I'm fine. I just needed to…think for a moment." the Doctor said which was technically true. Whenever he was presented with a difficult problem back in his own time he always found that walking helps him to figure it out.

The concern on her face quickly faded away leaving behind the bright smile that he had come to know so well. "That's good to hear." She said. "So, did sniffing that black stuff help you remember anything from last night?"

"No, I'm afraid not."

"Well, don't worry I'm sure it'll come back soon."

"Yeah, I hope so." He said as his past thoughts sprang back into his mind. _Should I tell her? _He thought as they stood there in the middle of the deserted plaza. It would be easy to make up a story of how the dratoleum was a substance from another planet and how a robot from that planet was chasing him, but then that would be another lie. The idea of lying to her again was making him feel ashamed with himself.

But why?

Lying was something he did on a daily bases, it's comes with the territory of being a time traveller. It's not like he enjoys it, it's just something he has to do in order to protect the space-time continuum and those around him. It's completely logical and yet he couldn't bring himself to lie to her again.

He knows it was these strange feelings he had developed for her that was making him feel this way and while he still believes it's impossible for a pony or any sentient creature to fall in love that quickly he can't deny that he does feel something for her. Perhaps it was companionship or a mutual understanding of what it's like being different compared to other ponies. Whatever it was he can't lie to her but he didn't have to tell her the truth either.

"Hey, Doctor can… can I ask you something." Derpy suddenly asks bringing the Doctor out of mental tangent for a second time.

"Sure Derpy, what is it." he said giving her a warm smile.

"Wel…well I was wondering." She started, turning her head away from him slightly and drawing small circles in the ground with her left hoof. "You see…there's this festival the town's having tomorrow night to celebrate the spring and I wasn't planning on going but seeing how you're here I thought that we could go together. Not that it's a date or anything I just meant how this is your first time in Equestria you might like to go with me as a tour guide or something like that."

The chestnut coloured pony was left speechless after hearing the young mare proposal. It brought on mixed feelings in him, on one hoof he felt an certain joy and happiness at the idea of going to a festival with her and having some fun that was long overdue but on the other hoof this was an obvious sign that he was getting far too close to the mare. What should he do, he doesn't want to hurt her feelings but they can't get romantically involve either which will most likely happen if he agrees to go with her.

"Derpy, I…"

"There he is boys." a voice suddenly called out interrupting the Doctor's answer.

Both ponies look to where the voice came from to find an all too familiar maroon coloured stallion along with two other earth ponies and a unicorn. "That's the pony I was telling you about, the one who wanted me to 'apologize' to his 'special somepony'."

The other ponies laughed in a manner that made the Doctor feel very uneasy. Acting on instinct he took a couple of steps towards them putting himself between them and Derpy. "What do you want?" he asks in a defensive tone.

"Oh, nothing really, it's just that you're the first pony who had the guts to stand up to me in a very long time and I was curious to see if you were just all talk." The maroon stallion said taking a couple of steps away from his gang.

"I'm not going to fight you if that's what you're asking."

"Is that so." The stallion said, his eyes shifting to the grey mare who was visibly frighten. "Then you wouldn't mind if we borrow your friend for a moment would you."

Suddenly there was a loud shriek from behind the chestnut coloured pony, spinning around the Doctor was shock to find the female pegasus floating in an aura of magic. Before he could do anything to help her she was swiftly taken over to the other side of the plaza stopping just beside the unicorn.

"Let her go!" the Doctor shouted glaring at the group of thugs in barely contained fury.

The leader smirked malevolently at his reaction. "Oh, don't worry we'll let her go as soon as you fight me."

The Doctor looked from the maroon coloured pony to the floating Derpy who was practically shaking in fear. The sight of this made him want to rushed over and punch every one of them into next week, especially the leader. But fighting him would be giving him what he wants and he hardly doubts that it will be a fair fight. The moment it appears that he's winning, one of the other two earth ponies will most likely jump in or worse they may start hurting Derpy.

_No!_ The Doctor thought pushing back the horribly images that invaded his mind. _I won't let that happen!_

"If I fight you, you let the girl go?" he said turning back to the leader.

The maroon thug nodded then said in a poor impersonation of the Doctor's voice. "You have my word as a gentlecolt."

"Then I accept your challenge."

With that the maroon coloured pony attacked without warning charging at the Doctor with speed that belied his size. Luckily the smaller stallion expected him to attack him in such a manner in the hope to surprise him. The Doctor gave the maroon stallion a confident smile before taking a step to the side at the last possible moment while flinging one of his front hoof up to knock his feet from under him.

The stallion made a comical shriek as he crashed face first into the hard concrete. Getting back up he cursed loudly as he turned to face the one who knocked him over only to find him running towards his partners and their prisoner who were both amazed by what had just happen. "Don't just stand there!" He called to them. "Stop him!"

The sound of their boss shouting at them snaps the other two earth ponies into action, they both turn their attention to the Doctor who was charging straight at them. One of them try to tackle him once he got close enough but the Doctor surprised him by getting up on to his back hooves and slamming one of his front hoof into the stallion's face with enough force to send him skidding backwards into a wall. The other stallion didn't fare any better, after seeing his comrade being defeated he shouted something in a fit of rage and threw a poorly aim punch. The chestnut coloured colt grabbed the oncoming hoof and using the attacker's momentum against him threw him into the unicorn.

With the unicorn knock off his feet the magic that was holding the grey pegasus evaporated causing the young mare to cry out when she suddenly landed on the ground. "Ow…my butt." She groaned rubbing her backside.

"Derpy are you okay?" the Doctor asked as he rushed over to be by her side.

"Yeah, I'm fine." She said getting back onto her hooves. "Where did you learn to fight like that?"

"I'll tell you later, right now I need you to fly away and get the authorities."

"Okay, but what about you?"

Before he could answer the Doctor was unexpectedly grabbed from behind and was thrown across the plaza. Derpy cried out in horror as she watch her saviour being attack by the large maroon stallion who had started this fight. The chestnut coloured pony landed heavily on the concrete causing him to grasp in pain.

"You think you're so smart and brave don't you." Spat the maroon stallion as he stalked over to the down pony like a hungry predator. "Do you know what happens to pony like you?"

"They get the mare." The Doctor said sarcastically, slowly getting back up on his hooves.

"No. They get squash!" he roars lunging at the Doctor like a wild beast.

Luckily the chestnut coloured pony rolled out of the way of the oncoming thug which only served to anger him further. The larger stallion continues to hound the Doctor, throwing in wild punches or trying to tackle him. Luckily being smaller had its advantages, the Doctor was able to use his size and speed to dodge all of his attacks. However he was starting slow down. _That's the one thing about scientists._ He thought as he dodged another punch. _We never get enough exercise. _

Suddenly a hoof came out of nowhere, slamming into the side of his face and sending him to the ground. Everything was spinning for a few moments before it finally slow down enough for him to see who his new assailant was. He was somewhat surprise when he found one of the other earth ponies standing beside the maroon one.

_Wait, if he's up then that would mean…_ spinning his head to where he last saw Derpy he found that the other two thugs were also up and running towards them obviously wanting payback from before but there was no grey pegasus.

"Looking for your friend?" The maroon pony asked before putting one of his hoofs down on the Doctors neck. "I afraid she flew off right after you saved her, a bit ungrateful if you ask me."

"I don't purpose it might have occurred to you that she might have gone to get help." The Doctor said

The maroon stallion chuckle malevolently. "Then you better hope she comes back soon, either wise there be nothing left to save."

* * *

><p><em>Where in Equestria did those two go?<em> Carrot Top thought as she trotted down the street swinging her head to side to side in the hope of finding her friend and that strange Doctor Skip. She has been wandering like this for the last ten minutes, wishing she had made her decision to follow them sooner and that the streets weren't so crowded.

_I bet somepony has already stolen all of my carrots._ She thought angrily. After another five minutes of fruitless searching the olive coloured mare was on the verge of calling it quits when suddenly she was knock of her feet by a grey blur. Landing on her back along with whatever it was that knock her over laying on top of her, Carrot Top was about to bark at the thing but stopped when she saw who it was. "Derpy?"

"Carrot Top you have to help me!" Derpy shouted hysterically, tears were freely falling down her face and she was shaking uncontrollably. "The Doctor's in trouble and it's all my fault. If I've been watching where I was going this would never have happen and now…now…now those ponies are going to kill him because of me…"

"Whoa, Derpy slow down." The olive mare said getting up on her hooves along with Derpy. "Now, tell me what happen?"

The grey mare told her what had happen and how the Doctor told her to fly away and get help. "I know I shouldn't have left him there but…but I didn't know what else to do. I don't know how to fight."

"It's okay Derpy." Carrot Top said trying to calm the frantic pegasus down. "I saw a couple of guards over by the café come on."

With that the two of them rushed to the café as fast as their legs would carry them.

* * *

><p>"You know Gates, out of all the places you've taken me to, this is by far the best." The drago-pony said taking a bite of her diamond sandwich.<p>

"Really Nightshade?" The light blue unicorn known as Iron Gates question. "I would have thought you hate it here seeing how you like places that are a bit more… exciting."

"Well, I'll admit Ponyville is no Las Pegasus but it does have a certain charm about it. Although I do wish the other ponies would stop looking at me."

The unicorn couldn't help but look around at the café they were sitting at, catching several other patrons staring at their table nervously. He couldn't really blame them, he had acted the same way when he first met Nightshade. With her dark grey coat, dragon like wings and eyes, not forgetting those sharp fangs it's kind of hard not to stop and stare at her.

"Yeah, sorry about that, ponies around here probably never saw a drago-pony before." He apologise, hoping that the unwanted attention wasn't making his friend and partner feel unwelcome.

Nightshade giggles at the stallion. "It's okay Gates, getting stare at comes with the territory of being a dragon-pony hybrid. Besides the way I see it, it makes me more interesting to the town's male population."

"You sure have a unique way at looking at the positive."

"That also comes with the territory"

The two ponies chuckle and return to their lunch ignoring the other patrons who were still staring at Nightshade. Some of them were even whispering to each other which ordinary ponies wouldn't hear but for a dragon-pony hybrid they might as well have been speaking normally. They were saying the usually things when she enter a town that never saw her kind before, what was she, are those wings real, do you think she'll try to eat us.

However there was one noise that caught her attention, it was relatively far away but it was getting closer and fast. It took a moment for her to realize that the sound was of somepony or ponies who were running. _Sounds like they're in a hurry._ Thought Nightshade as she looked in the direction the noise was coming from.

Soon enough her eyes spotted two distant ponies heading towards them. "Um…Gates?"

"Yeah."

"You might want to move."

"Why would I want to..." the young unicorn never got to finish his question as he was suddenly knock off his chair by a very distraught looking pegasus. She turns to Nightshade and started yelling about something that Nightshade could barely understand. The only thing the Crescent Guard understood from it was that whatever had happen had really upset the mare.

"Hey, slow down you're not making any sense." Nightshade said in as gentle a voice possible. But the pegasus didn't slow down instead she just started crying and saying that something was her fault. The drago-pony looked to her partner who was still on the floor looking as perplexed as she was. _Who is this pony?_ She thought wondering if she should try to calm her down or call for a straitjacket.

Before she could come to a decision another mare came to their table only this one was an earth pony and was much easier to understand. "I'm sorry for barging in on your lunch Miss but a friends of ours is being attack by a gang of thugs right this second and we need your help." The mare said in a calm but obviously concern voice.

Nightshade looked from the earth pony to the still crying pegasus sitting across from her. Suddenly she stuffed down the last down the lasts of her jewels encrusted sandwich, got out of her seat and said in an authoritative voice. "Don't worry ladies, Corporal Nightshade is here and on the job."

"What!" Iron Gates yelped getting up and staring at the pony-dragon hybrid. "Bu… But Nightshade we're on vacation, we're not supposed to get involved in local affairs."

"Gates didn't you just hear these two mares, their friend is in trouble and it's our duty as members of the Royal Guards to help." She said puffing her chest out in pride. "But if you feel that strongly about it I could always order you to do it."

"But we're the same rank."

"But I've been a Corporal longer then you have so I'm still your superior."

"Well, that's true but…"

"Then it's settled." The drago-pony said turning to the two mares. "Can either of you take us to your friend."

The grey pegasus nodded and flew off down the way she came followed by the olive earth pony and Nightshade leaving the sky blue unicorn behind to deal with the bill.

* * *

><p>Doctor Whooves felt the air in his lungs rushed out of him as the maroon stallion landed a perfect blow against his stomach. "Not so tough now are you." The stallion mocked before landing another blow.<p>

The chestnut coloured pony was held up by his fore-legs by the unicorn's magic rendering him unable to fight back or even dodge. _Well, it's not all bad._ The Doctor thought as he took another blow. _At least I took out the other two._

The other two earth ponies were laying on the ground, one was completely unconscious due to getting hit hard on the head while the other one has a broken leg from a skilful blow to the knee. It didn't take long to take them out of the fight, for henchmen's they were poor fighters. Their boss on the other hand was a lot more capable, easily shrugging off every attack the Doctor threw at him.

Even when he picked up a nearby barrel and broke it over the stallion's head he just kept on coming as if nothing happen. The unicorn at the time just stood back and watched with little interest as the smaller pony try to fight the much larger one. The only time he stepped in was when the Doctor tried to escape down one of the streets.

Using his magic to pick up the Doctor, the unicorn began to throw him around like a rag doll, causing him to crash into walls, barrels and the hard concrete. By the end his body felt as if he was hit by multiple trains, though he would never allow them the satisfaction of knowing that. "Is that all you've got?" he said getting back on his hooves only to get knock back down from a surprise blow to the face.

"Not even close." The maroon stallion said before turning to the unicorn. "Sting him up."

The unicorn gave a slight nod then focusing his magic on the chestnut pony's fore-legs lifted him up off the ground. Standing up on his back hooves the stallion gave him a twisted smile before unleashing the first barrage of punches.

That had been a little more than two minutes ago and the Doctor was beginning to wonder if Derpy had actually gone to get help. In the brief moments where the stallion prepares to release another earth shattering blow, the chestnut pony looks over his shoulder in the hopes of seeing the grey mare along with a small army guards. The stallion chuckle when he saw this. "Still think your marefriend is coming back?" he asked in a sarcastic tone. "Face it little colt, she's ran off to save herself not to get help."

"Yo…you don't know her." the Doctor retorted through in truth he didn't really know much about her himself but he likes to stay optimistic.

"Maybe, but even if she does come back we'll be long gone." The stallion said. "But before we leave I would like to know why you're wasting time with that freak. I mean did you lose a bet, doing a favour for her brother or do you just have a thing for googly eyed mares."

"Our relationship is not of your business."

"Is that so? Well maybe she can tell me herself, after all she going to need a shoulder to cry on while you're stuck in the hospital and she does have a very nice flank on her. Who knows, maybe I'll be doing more than just comforting her."

Without warning the Doctor's back legs suddenly warped around the stallion's throat catching him completely by surprise as they slowly squeeze. The chestnut coloured pony glare furiously at the stallion as he choked him for saying those things. "Don't you dare go near her!" he screamed putting all of his strength into his legs. "Do you hear me! Don't you ever go near her!"

He had never felt this way before. The rage, the anger, the wanting to end this pony's life for saying such things about a mare he hardly knows. It actually scared him but then he remembers what he said and he redoubles his efforts. It was only the surge of pain the shot through his entire body that caused him to let go of the thug, who backed away coughing and sucking in the much needed oxygen.

"You…pay…for…that." the maroon stallion said in between breaths. "Snitch drop him."

The unicorn nodded and releases his magical grip on the Doctor's fore legs, allowing him to fall onto the concrete ground like a sack of potato. Placing a large hoof on his head the stallion leaned in and whispered in to the chestnut pony's ear. "Remember what I said before about ponies like you getting squash? Well, you're going to get a hoof on experience."

Doctor Whooves laid there his body too numb to put up any kind of defence as the stallion lifted his hoof preparing to strike down a blow that could very well bring an end to the time traveller. He couldn't help but find this situation a bit ironic, he had face all kinds of foes ranging from mad sorcerers to flesh hungry mutants and in the end it's a common street thug that does him in. _If I wasn't about to die I would even go so far as say it was kind of funny._ He thought as he close his eyes, waiting for the end.

"Halt, in the name of the princesses!" called out a new authoritative voice.

The Doctor's eyes shot open to the sound, feeling unbridle joy and relief to find the maroon stallion's face frozen in shock and terror. _I knew she'll come back._ He thought as he use what little strength he has left to flip onto his other side. The sight before him was not the one he expected standing by one of the plaza's entrance stood a creature that looked like a cross between a pony and a dragon. Standing beside her was an olive coloured earth pony with an orange mane and a grey pegasus who was staring straight at him with teary eyes and a hoof coving her mouth.

The pony-dragon hybrid took several steps towards the stallion before stopping several meters from him. "By the power invested in me by the princess of the moon I hereby place you and all of your accomplices under arrest. Resist and I'm authorized to use force to take you in and trust me, you don't want me to do that."

For a moment the maroon stallion looked at the strange creature before him until he turns around and shouted. "Book it!" to the unicorn. The two of them barely got to the other side of the plaza before the pony-dragon hybrid suddenly flew over them and blocked their paths. The maroon stallion tries to knock the creature out of the way only to discover that she was a lot stronger then she looked. With one well perform round-house kick she sent the stallion crashing into a wall.

"You want to try your luck too?" she asks the unicorn who shook his head and put his hooves high into the air. "Good choice."

Derpy and Carrot Top ran over to the injured Doctor who was trying his hardest to get up on his own four hooves. "Are you okay?" Carrot Top asks giving him a helping hoof.

"Oh, yeah." He said "You should see the other guy."

Derpy remain standing beside Carrot Top, looking over all of the bumps and bruises that cover's the chestnut stallion's body. _It's my fault._ She thought as the feeling of guilt slowly gnaw at her. _He got hurt because of me._

* * *

><p>I only have one thing to say about this chapter. "Shit Just Got Real!"<p>

I hoped you enjoy this Chapter and I look forward to reading your reviews. Peace.


	5. The Dawn

The long awaited Fifth chapter.

* * *

><p><strong>The Dawn<strong>

With the help of the local authorities Nightshade manage to arrest the gang with little trouble, through with two of the assailant's unconscious, one with a broken leg and a unicorn who was practically shivering in fear from the mere sight of her, it wasn't really that hard. Iron Gates appeared shortly after with a annoy expression on his face. "What took you so long?" Nightshade asks. "I know you don't have wings but you're never this slow."

"Sorry, I try to follow you but the café's manager thought we were running out on the bill and chased me." He said sounding very irritated from the whole ordeal.

"You're joking." The drago-pony giggled. "Did he catch you?"

"Unfortunately he did. The old mule demanded that I pay the bill or work it off in the kitchen."

"So did you pay him?"

"I would have but you had the wallet."

Nightshade gave her partner a confuse look before reaching behind her and pulling out a small bag full of coins. "Oops, sorry about that." she chuckle nervously.

"It's okay." Iron Gates sighed. "So, where's this pony we're supposed to save?"

"Oh, you've missed him. He's friends took him home after they were questioned."

"So he's okay?"

Nightshade nodded. "Yeah, he's okay. A bit banged up but okay."

"Well, that's good." The sky blue unicorn said. Looking past the drago-pony he caught a glimpse of the criminals being hauled into a prison cart. "Wow, you really went to town on them." he exclaimed, amaze by the injuries his partner inflected on them.

"Actually, I only took out the big one. The other two were the stallion's handiwork." Nightshade stated.

"He must be a good fighter if he manage to do that to two of his attackers."

"Yeah." The drago-pony agreed slowly as she thought back to when she met the chestnut coloured pony. There was something strange about that stallion, something that she couldn't quite place. He had a very unique scent about him, it smelt like something that was both new and yet at the same time old. _But how would that be possible?_ Nightshade thought as her head turn to the spot where he was laying on the ground. _He was neither a child nor an elder._

The drago-pony stared at the space intensely for a moment longer before she turned back to the sky blue unicorn. "Hey, you want to go grabbed something to eat?"

"But we just ate an hour ago." Iron Gates said.

"Yeah, but I always get hungry after arresting some bad ponies. But if you need persuading then I order you to take me to the nearest place that serves food."

The unicorn was about to protest but stopped and chuckle slightly. "Alright, fine." He said giving her a small smile. "But you're paying."

"I wouldn't have it any other way."

* * *

><p>The walk to Derpy's apartment was a lot longer than the Doctor remembered and a lot more painful too. Each step he took made his body ache but he kept it hidden behind a smiling face and general conversation. "So Miss Carrot Top how long have you been living in this lovely little community for?"<p>

"I've been here since I was baby." The orange mane pony said though her eyes were on the third member of their party. Derpy had been unnaturally quiet since they left the plaza and it was starting to worry the mare. The injured stallion had notice this too, he tried to start a conversation with her at the beginning of their journey home but she remain quiet and stared at the ground with her blonde mane hiding her eyes.

The sun had set by the time they reached the town's mail office, only a pinkish haze on the horizon were the only indication of where it once been. The Doctor needed the help of both mares in order to climb up the stairs, hanging both of his forelegs over them. _Glad Cronus isn't here to see this._ He thought as he tries to keep himself from mourning in pain._ He would never let me live this down._

When they finally reached the apartment door Derpy spoke up for the first time since the attack. "Thanks Carrot Top, I can take it from here." She said though her voice was missing its usual cheerfulness.

"Are you sure." The orange mane mare asked, deeply concern by the way her friend has been acting. "I could stay awhile."

The grey pegasus shook her head. "No, it's okay. I'm just going to bandage Skip and go to bed."

"Well, if you're sure."

"I'm sure." Derpy said, turning away from her friend and walking into her apartment. Carrot Top remained where she was, she didn't want to leave her best friend when she obviously needs somepony to comfort her. She was about to follow the grey mare into her home when she felt a hoof on her shoulder. "Don't worry." The Doctor said. "I'll take care of her."

Carrot Top glared at the Doctor, she wanted to knock the hoof off her shoulder and yelled at him, to tell that it's his fault that Derpy was like this, that it's his fault that Derpy got attack. But then she notices the sincere look in his eyes and the countless bruises that he received from protecting her. She couldn't help but feel guilty for getting angry for the colt who risked his own life to save her friend from a group of violent thugs. "Alright." She said, turning around and heading towards the stairs. "And thank you, not a lot a ponies would have done what you did today."

"What? Getting my butt kicked." The chestnut coloured stallion joked.

"No." Carrot Top shook her head. "Being a hero."

For a brief moment the olive pony stared into the Doctor's eyes, sending a secret massage of respect and trust before walking down the stairs and leaving.

* * *

><p>The Doctor entered the apartment and found Derpy waiting for him in the lounge room. She kept her head low and avoided making eye contact with the stallion but he could see that her eyes are sightly red from crying and the tracks the tears left behind. The grey pegasus led her injured guest to the sofa and told him to sit there while she went to fetch the first aid kit.<p>

Taking a seat on the comfy sofa, the Doctor turned to the nearby window to look out the darken streets below. What he saw instead made his eyes widen slightly, staring back at was his reflection covered with bruises and his left eye was swollen and blacken. _Wow, I knew I was hurt but I wasn't expecting this._ He thought as he brought one of his hooves up to the blacken eye.

He immediately pulled away the moment the hoof made contact with it, grasping in surprise by how painful it felt. The chestnut pony continues to look at his injured body through the reflection of the window until the sound of hooves caused him to turn back around. Derpy had returned from the kitchen with a small red and white box in her mouth, still looking very solemn like before. She placed the box down on the small coffee table and took a seat by the Doctor's side. Opening the box the grey pegasus took out several bandages then turned to the stallion sitting beside her.

Looking over his body, seeing all those bruises, the blacken eye, the smile he's wearing trying to hide the pain that she was responsible for and she couldn't help but feel the wave of guilt crashing down upon her. She wiped away the tears that were threatening to come back which the Doctor couldn't help but notice. "Derpy are you okay?" He asked.

The grey pegasus nodded but avoided meeting his eyes.

"I'm just asking because you been very quiet since the fight." He continues. "Are you really sure you're okay?"

_Why is he being so nice to me? _Derpy thought as she fought against the guilt and tears that threaten to consumed her. _He should hate me. If it wasn't for me the fight would never have happen and he wouldn't have gotten hurt._

Suddenly a chestnut coloured hoof reached out and lifted the grey pegasus chin, lifting it up so that the kind blue eyes met her golden orbs that were in the rare moment of being normal. "Derpy please, talk to me."

Staring into those sky blue eyes full of kindness and concern was the final crack that broke the dam. The grey pegasus threw her forelegs around the stallion, burying her face into his shoulder as she cried. The Doctor was caught off guard by this and while he felt awkward with the young mare crying on his shoulder he didn't make any move to separate from her. Instead he warped his own forelegs around her, gently squizzing her in the attempt to be comforting. As the crying began to soften he can clearly hear something that left him rather confused.

"I'm sorry." Derpy whimpered. "I'm so, so sorry."

"For what?" the chestnut coloured pony whispered as he continues to hold her.

"For…for everything." She stuttered while shaking from the tears now flowing freely down her face. "Yo…You got hurt because of me. If…if I had been watching where I…I was going I wouldn't have bumped in that stallion and you wouldn't have to…to stand up for me and then he wouldn't have come back with those goons of his and hurt you."

The Doctor was taken aback from what the crying pegasus said. _She really thinks this is her fault. _He thought. It was a preposterous idea, the only ones who were responsible for his injuries was that stallion and his thugs not the crying mare in his fore hooves. The feeling of anger suddenly appeared as he thought about him and what he had said, but he quickly pushed that aside and focus on the girl before him.

"Derpy." He said in the most gently and comforting voice he could muster. "The fight wasn't your fault."

"Yes it was!" She cried.

"No, it wasn't." the Doctor said in a much more sterner but still gentle voice, he then pulled Derpy away from his shoulder to look into her golden eyes which had now become puffy and sore looking from her crying. "True, me standing up for you might have made me a target for that thug but if I could go back to that moment I would have done the exact same thing. I would have told that stallion to apologize to you and I would have fought those goons so you could get away safely and you know why?"

The grey pegasus shook her head, completely enthral by the Doctor's words.

"Because your worth protecting." He said stopping for a brief moment to allow his words to sink in. "Your worth protecting, your worth fighting for and despite what anypony say you're not a freak."

The room suddenly fell silent, there was no sounds of crying or words, no sounds from the street below or the sky above, there was only the pegasus and the earth pony staring at each other like it was their life line. All caution about the timeline and his identity no longer mattered to the Doctor, all he wants to do is make the young mare before him happy again. To make her smile like she did before all of this happen.

The grey pegasus was lost in the stallion's eyes, nopony especially a stallion have ever said such things to her before. To be told that she was worth fighting for from the Doctor left her speechless and her cheeks warm. The feeling of guilt that has been pooling inside her subsided only to be replaced with the sudden urge to close the gap and kiss him. Soon the thought of kissing her hero led down a path she hardly went on. The heated images caused her to break eye contact as her grey cheeks slowly change to a bright scarlet. "You…you really think…that I'm worth that much?" she asked her voice barely more than a whisper.

"Yes, I do." The Doctor answered, meaning everything he had just said.

Once again the room fell silent as they sat there on the sofa, Derpy return to where she was before on the stallion's shoulder only this time there was no tears falling down her cheeks. Her fore hooves warped around his body in a calm and gentle hug. "Thank you." She softly whispered much like how she did when he stood up for her.

The rest of the night was spent fixing the Doctor's wounds even though he said he could do it himself the grey pegasus insisted on doing it for him. She smeared a blue paste over the lumps and bruises saying that it will make the swelling go down and help it heal. The paste felt cool when it touched the bruises making the Doctor feel more relax. The feeling was intensified when Derpy did his back, it felt like the pegasus was giving him a massage.

It had gotten late by the time all of the bruises have been covered. "You should go to bed." The Doctor said as he helped the mare pack away the first aid kit back into the kitchen. "You had a long day."

"Okay, but where are you going to sleep?" Derpy asked, she looked a lot better now, her eyes were no longer puffy and sore looking and what was left of her tears had disappeared.

"I'll just sleep on the sofa."

"Are you sure? You could sleep with me in my bed if you want, I wouldn't mind. Carrot Top and I do it all the time."

The Doctor had to bite down on his tongue from saying yes, as much as he would like to spend the night laying in a comfortable bed it would be far too awkward sharing it with her. Especially with his feelings as they are right now. "It'll be fine." He said leading her to the stairs that lead to her bedroom. "You just have good night sleep."

"Alright." She nodded as she started to walk up the stairs. "Good night, Doctor."

"Good night, Derpy."

The chestnut stallion remained where he was until he heard the sound of a door opening and closing. He let out a small sigh then turned and walked to the sofa, it might not be a king size bed but it will do for the night. As he laid there in the darken room thinking over the day's events, his eyes kept wandering to the stairs wondering if perhaps he should reconsider her offer.

It would be nice to feel somepony next to him after traveling for who knows how long across time and space, to have a beautiful mare in his fore hooves. Besides she probably wants him by her side, after all she had been through a traumatizing event and she'll what him there to keep her safe.

_And what happens when you have to leave her? _The logical part of his mind asks

_I guess I would have to make breakfast then._

_That's not what I mean and you know it. You've been down this road before remember, it ended badly._

He did remember the last time he was in this kind situation, it was early on in his adventures and he had landed in a town that would later grow into the city of Manehattan. While there he met a young idealistic mare who wanted to become a Doctor of medicine. It wasn't long until they became friends and soon after that more, it was one of the few occasion he could remember being truly happy since the accident.

But then it all fell apart when he got the stupid notion of telling her the truth about himself. It should have come to no surprise that she didn't believe him when he told her but that didn't stop him. Thinking back on that night he realize that have he been his usual logical self he would have just left it there. But he had so wanted her to believe him, to have her accept him as he truly was, he had wanted that so badly that he showed her the TARDIE.

He remembers how she had stood there, staring into the time machine with her face showing no emotion. The Doctor had misinterpreted this as her being astonished by the machine and the realization that she had fallen for somepony who wouldn't be born for hundreds of years later. If he had been paying closer attention to her body language he perhaps he could have foreseen what would have happen next. While she stood there like a stone statue the Doctor was telling her about the adventures he had and how the TARDIE worked. It was only by the time he was finish that he realize that the way she was looking at him had changed.

Instead of love and understanding he found confusion and fear. "I'm sorry Whooves, but we can't be together anymore." She said before turning around and leaving him.

Words could not describe what he felt that night as he watch her leave, it was like tiny daggers were stubbing at his heart. He wanted to call out to her, to ask why she was leaving him at the one moment he had been completely honest to her. But then he realizes how foolish he had been, of course she would run away from him, the thought of being with a pony who travels through time must have overwhelmed her. She was afraid of him now, afraid of something she doesn't understand nor wants to.

The memories of that night brought on feelings that the Doctor thought he had gotten over. Shock, heartbroken, anger, betrayal and loneliness all came flooding back like a dark wave. _Do you really want to feel like that again?_ The voice inside his head asks.

He stares at the stairs before answering that question, thinking of both Derpy and the mare he had fallen for all those years ago.

"No." he whispered to himself as he turns over to his side, facing away from the stairs. "No I don't."

* * *

><p>Small dark claws held the black gem to a pair of glowing red eyes as they search for any imperfections. It was a rare thing for Galek to leave the safety of his battle armour but the handling of the crystal called for a gentler grasp then what his armour could provide. Besides he has nothing to fear, he's miles from the town and the only pony who could possibly stop him doesn't even know he's here. <em>For now at least.<em> He thought as he slowly turned the dark crystal around to check the other side. Despite being confidence that he will finally succeed in conquering Equestria, he was still wary of that time traveling equine.

There were countless times in the past when he had come so close to victory only for that chestnut coloured fool to find some way of ruining it. Thinking back to last night he probably should have destroyed him while he had the chance, but it was far too late to worry about that now. Besides a squished pony would have brought too much unwanted attention for his plans to succeed.

Once he was sure that there were no imperfections, the creature carried the black gem over to a flight of stairs. As he ascended up the stairs his blood red eyes scans his lair, despite appearing in this time period only a year ago he was proud of how he manage to turn a cave in the side of a mountain into an impressive sanctuary. The walls were lined with monitors showing data on the weather and the wind currents. On one side of the room sat his crab-like battle suit getting refuelled by what little dratroleum he had found while on the other side several unused energy cages were waiting for the first round of test subjects. A large toothy smile appeared on Galek dark furry face as he visualizes them being full of ponies begging for mercy he will not show.

Finally he reached the top of the stair case finding a small open hatch built on the side of his new weapon, waiting for the last piece that will make it whole. He carefully placed the dark crystal within the chamber and watch as two claw-like arms from either side reach out and held it in the centre. Closing the hatch Galek hopped into the weapon's controls and began to switch switches and press buttons. He smiled in glee when he heard the machine he spent so long building was now humming to life.

_Now all I need to do is tests it._

* * *

><p>Doctor Whooves woke up from an uneventful sleep to the sweet smell of something freshly baked. Opening his eyes he was slightly surprise to find a plate of muffins and a cup of honeyleaf tea sitting in front of him. Lifting himself up into a sitting position the Doctor didn't waste time in getting stuck in the breakfast in front of him. He was almost finish the meal when a familiar grey pegasus came out of the kitchen carrying a plate of her own.<p>

"Good morning Doctor." Derpy said when she put her plate of muffins down on the coffee table and took a seat next to him. "How do you like your breakfast?"

"It's wonderful Derpy." he answered taking a sip from the tea to wash it down. "Banana is my favourite."

"I thought so. You looked like a pony who would like banana flavoured muffins."

"What make you say that?"

"I don't know. I'm just really good at guessing other ponies favourite type of muffins. You could say it's like my sixth sense."

"I see." The chestnut coloured pony chuckled discovering something new about the young mare. The two ate their breakfast in comfortable silence with the Doctor finishing first. Derpy was eating her muffins slowly which the Doctor didn't mind, he just laid back and watched. He had to admit that the way the grey pegasus ate muffins was adorable, she would nibble on it for a bit before taking a larger bite in which her eyes would close and a smile of pure joy would appear. It actually reminded him of how she had nibble on him while she was asleep the night before.

"Umm, Doctor are you okay?" The blond maned pony suddenly asked.

"Why yes Derpy, why do you ask?"

"Because your cheeks are red."

"What!" he exclaimed, spinning around in his seat to look at his reflection in the window. Sure enough she was right, his cheeks have taken on a light crimson colour. For a moment he was confused but then realize that thinking of that night had also brought on other memories.

"You could be coming down with something." Derpy said as she put her muffin down and moved closer to him. "I'll check your temperature."

Before the chestnut pony could decline the offer the grey pegasus suddenly laid her forehead against his. The Doctor was once again caught off guard by the young mare's action. "Derpy." he manages to say after regaining his voice. "Wh…what are you doing?"

"I'm checking your temperature." She said in matter-of-factly type of voice.

"Okay, but do you really have to do it like this?"

"Well, how else would I do it?"

The Doctor tries to tell her the proper way of taking another ponies temperature but stoped when he realise how close their lips are. If either of them learns in just the tiniest bit they would be kissing.

"Wow, you're really hot."

"What!"

"I said, your temperature is really hot. You might be getting a fever." She said as she jumped off the sofa and headed towards the kitchen. "Stay here, I'll go get some medicine."

As the Doctor tries to stop her there was a knock at the apartment's door. "Huh, I wonder who that could be." Derpy wondered out loud as she change direction with the Doctor close behind. Opening the door the grey pegasus was slightly surprise to find a certain olive coloured pony with a bright orange mane standing behind it.

"Carrot Top? What are you doing here?" she asked.

"Hi Derpy, sorry for coming over so early but I just wanted to see how you were doing since last night." The olive mare said, stepping into the apartment.

"Oh, I'm fine." Derpy assure her but it was obviously that the incident still bothered her. "I mean I was upset but the Doctor helped calm me down."

"Well, that's good to hear." Carrot Top said eyeing the chestnut coloured pony with a neutral stare before turning back to the grey pegasus. "So I guess that's mean you be okay with coming with me to the Harvest Festival then."

Derpy's cheerful face suddenly changes to one of confusion and fear. "But…but Carrot Top I told you that I wouldn't be going this year."

"Actually, you said wouldn't be going to the dance tonight, you didn't say anything about the festival itself. Besides it's good to go out and have some fun after what you've been through, right Skip."

The Doctor turned his head slightly to the side in confusion before realizing that 'Skip' was his disguise. "Yes, I do believe that would be best." He agreed.

"You really think so?" the grey pony asks.

The Doctor nodded.

"Well, if you think it'll help then I'll go." She said, though she still sounded unsure. "Just give me a moment to freshen up, okay."

The other two ponies nodded and watch as she ran up the stairs in a quick pace.

"Amazing." Carrot Top said aloud catching the Doctor's attention. "I try to get her to come to the festival and she says no but when you say it's okay then she'll come along no questions asks. That's quite a hold you have over her."

"Excuse me?"

"Listen Skippy, I don't know who you are or where you came from and truthfully I really don't care but Derpy seems to likes you and while I'm happy she made a new friend I just have to know one thing. What exactly are your intentions?"

The Doctor was caught off guard by the mare's sudden hostilities and the soul piercing green eyes that were trained on him. However, the question she had asked was also something that had caused him to lose his voice if only for few seconds. Again he was reminded of decision he had made from the previous night, to not pursue the feelings that he had develop for the grey coloured mare.

When he didn't answer the olive coloured mare continued. "I need to know because she's been through a lot, a lot more than any one pony should ever have to go through in one life time and I don't want to see her get hurt."

Suddenly the Doctor's voice returned to asks. "What do you mean she's been through a lot?"

For a moment Carrot Top's eyes softened, it was probably only for a spilt second but his keen's eyes caught it and knew that he had probably just stumble onto something deeply sensitive. There was a brief pause as the orange maned mare considered on whether or not to tell him about the darkest moment of her friend's life. When she finally made her decision she let out a small sad sigh and turned her attention to the photo hanging on the wall next to her.

"Do you know who that is?" she asks.

The chestnut pony examined the photo she was looking at, it had grey pegasus who was carrying a small familiar filly on her back. On closer inspection he could see the filly was half asleep with only one sleepy eye open. The older pony had a soft warm smile on her face and used her wings to keep the child safely nestled on her back. By looking at this photo the Doctor could actually feel the love the older pony had for the child.

"It's her mother, right?" he presumed as he kept his eyes on the photo for a couple of seconds longer before looking back at the olive mare.

"Yes it is." She said though her voice had lost the edge she had a moment ago and now sounded distant. "She was the most loving and kindest mare I have ever met, she was the type who would help anypony no matter who it was or where they came from. And she loved Derpy, she loved her so much that she moved to Ponyville so she could get away from the bullies from her old school.

"She took a job as a mail mare and worked as hard as she could to give Derpy the best life she could possibly have. One day she was asked to take over as the long distance courier and deliver some mail over to Clopington which means she had to fly over the Winterbreathe mountains. There was a really bad snow storm and she never made it."

She paused for a couple of seconds to let that part sink in.

"Derpy was devastated. She had lost the most important pony in her life, the only family she had. One can only wonder how long it took her to move on, that is of course if she ever did. Since then I've done everything I can to make sure she'll never feel that much pain again. I gauss you could say I became something of a guardian angel." Suddenly she turned back to the Doctor, her eyes had taken on an protective gaze as she glare at the stallion before her. "That's why I want to know. That's why if you do anything, anything to hurt her. Then you better pray to the princesses that your medical insurance is enough to pay for want I'll do to you."

The silence that came was so deathly quiet that one could hear the sound of birds chirping from the lounge room windows. Carrot Top kept her intense gaze on the stallion who returns it with an expressionless face. It wasn't that the story didn't affect the time traveller, quite the contrary in fact, it was just after hearing such a story about the grey pegasus a question kept surfacing in his mind. _How can anypony who had been through something like that turn out so… cheerful?_ He thought as his head subconscious turns back to the photo. Again he looked at the picture but this time focusing only on the filly.

He stared at it for what might as well been an eternity, as his mind try to process this new information. A sudden feeling of guilt washed over him as he thought back when they had first met. He had thought that her peculiar personality came from a sheltered upbringing but instead she was force to face the world much sooner than any child should.

"Miss Carrot Top." Doctor said his voice levelled but carrying a deeply sincere tone with it. "I can assure you that I do not wish to harm Miss Hooves in any shape or form and that my stay here will only be temporary. Once I have concluded my… business here I'll leave and probably won't be coming back."

The olive mare continues to glare at him for a moment longer before taking on a more relax stance. While there was still something odd about the chestnut coloured stallion that bugs her, she knows he was telling the truth. Since last night she had actually found herself trusting him to degree but as Derpy's best friend and self-proclaimed guardian she will always keep a close eye on him.

"Thank you." She said.

It was at this moment that they heard the sound hoof steps coming down the stairs. They got quite the surprise by the young pegasus who appeared before them. Derpy's mane was properly brushed and had a small red bow just below her right ear, her coat was also brushed and looked healthily and cleaner than before. As she moved towards the two astonished ponies the Doctor could swear he could smell the trace scent of perfume.

"Well, I'm ready to go." Derpy declared in her cheerful voice, failing to notice the looks of surprise and confusion her appearance had caused.

Carrot Top was the first to find her voice. "Derpy you look so…so…so…"

"Amazing." The Doctor finished before realizing what he was saying.

The grey mare's cheeks started to change into a pinkish shade of red. "You really think so?" she asks.

"Well…um" The chestnut pony muddled as he tries to recover from his previous statement. "What I meant to say was that…um, you look very nice and…and that your mane is very…nice too."

_Smooth._

Thankfully before this very awkward situation could drag on Carrot Top cleared her throat loudly which caught both of the ponies attention. "We should get going." She said. "We don't want to miss pig race do we."

With that the three ponies left the apartment with Derpy at the front and the two earth ponies following behind. As he left the Doctor noticed that the olive mare had that same protective look she had on before. She must have also realize that the grey pegasus didn't go through all this trouble to look good for the festival. No she did this to impress somepony and they both know who.

_Oh, horse-feathers. _

* * *

><p>Indeed.<p>

Well I hoped you enjoyed this chapter and planning to review but before you do I have decided to give you… the Readers the chance to choose who will make a guest appearance in the next chapter. It can be anypony from the show with the exception of Discord, Nightmare Moon or that Changeling Queen chick from the wedding episodes.

All you have to do is type who you want in the next chapter as you are reviewing the page and wait until Sunday when I will announce the winner on my profile page.

Who will win?


	6. The Festival

Sorry for the long wait but a lot of stuff have been happening in my life. Also I had so many ideas for this chapter that I had to choose between the one I like and the one that are important to the story line.

By the way sorry if I wrote Big Macintosh's accent wrong it's my first time

Bow-Chicka-Bow-Wow

Yes I went there.

* * *

><p><strong>The Festival<strong>

_Why am I doing this?_ Derpy thought as she, Carrot Top and the Doctor walked down the now fully decorated streets. Since they have left the apartment the grey mare was at constant war with herself as one part of her was screaming for her to return to the safety of the apartment while the other demanded to stay. It was a terribly feeling that was only made bearable with being close to the chestnut stallion beside her. He made her feel safe in a way that she hasn't felt in years, as if no matter how bad things are she could always rely on him to be there for her.

It was probably crazy to think that way about a stallion she had only met let alone an alien she accidently beat up with a stick but it somehow felt…right. _Like chocolate chips in a muffin or strawberry and chocolate chips in a muffin_. Derpy suddenly shook her head violently to stop herself from getting distracted on her favourite food, unfortunately this didn't go unnoticed.

"Are you okay Derpy." the Doctor asked in that kind, gentle voice of his.

The young mare felt a sudden jolt of embarrassment as she tries to recover from that random display. "Oh, yeah I'm fine." She said forcing a smile in the hope to hide her embarrassment. "There was just uh…uh bee, yeah a bee was buzzing around my head so I shook my head to get rid of it."

"Oh, okay then." The Doctor said turning back to the road ahead while the pegasus mentally scorns herself. They are barely ten minutes into the day and already she had done something foolish. Thankfully the rest of the journey went without any other incident accruing.

The main centre of town was a hive of activities as ponies trotted about, enjoying the holiday. There were a couple of stalls showing off a number of different items ranging from jewellery to sweets lining the area and even a couple of games as well. It was clear from the expression on his face that the Doctor was impressed by the scene before him.

"Wow, this is quite the turn out for a festival." He said as his head turns from left to right in a curious manner.

"The Harvest Festival is one of the most important days in Ponyville." Carrot Top explains. "It celebrates the day that the town was founded by a group of earth pony settlers."

"Your great grandmother was one of those settlers, right?" Derpy asked.

"Why yes she was Derpy." the olive mare said puffing her chest out in pride. "Great grandma Carrot was indeed one of the first settlers to settled in Ponyville and helped the town to be what it is today. You see my great grandma was the best carrot grower in Equestria and ponies from everywhere would come to taste the delicious carrot pie she used to make. Because of her Ponyville became one of the most famous towns in Equestria."

"Really? I thought it was because of the Zap Apple jams granny Smith makes that made Ponyville famous." Derpy interjected though immediately became quiet after the annoyed glare the olive mare shot her way.

"I'll admit that granny Smith's jam did help but it was my great grandma's pie that marked this town on the map." She said in an irritated voice.

"It sounds like you don't like this granny Smith." The Doctor said.

Carrot Top made a scoffing noise. "The Apple family are a bunch of show-offs who think that just because they have the most land that makes them better than all the other farmers in town."

"What about Big Macintosh?" Derpy interjected again. "I thought you liked him."

"What!" the olive mare yelped in surprise. "I do not like Big Macintosh! I mean I find him more pleasant to be around then that sister of his but I do not like him!"

"Umm…Miss Carrot Top." The Doctor whispered quietly so that only the three of them could hear.

"What!"

"You're yelling."

The orange maned mare suddenly fell silent as she became aware that everypony's eyes were now on the three of them. Derpy fought to suppressed the giggles that threaten to break free from the sight of her friend's face becoming red. The Doctor also seems to be smiling in amusement though he was kind enough to lead the group away from the town's centre.

Derpy took over as the leader shortly after, as she led, Carrot Top continues to answer all of the Doctor's questions relating to the festival. The young mare couldn't help turning her head around every now again to check on the two. What she was checking for she couldn't really say but for some reason she felt nervous with the two of them being so close. It was during one of these checks that she failed to notice the pony in front of her.

Bumping into the unexpecting pony Derpy's eyes went wide as she was afraid of events playing out like yesterday. "I'm so sorry." She yelped quickly without realizing who it was she bumped into.

"That's okay." A familiar pale blue unicorn said giving the grey mare a smile. "It isn't the first time I bumped into a pegasus."

"Hey, I remember you." Carrot Top said as she came over to stand by Derpy's side. "Your one of the guards who were eating at that café yesterday."

The blue unicorn looked at the two in a confuse manner for a moment before his silvery eyes widen in realization. "Hey, yeah." He said turning his attention to the grey pegasus. "You're that mare who's friend was being attack, right."

"Umm yeah that's me." Derpy said as she blushing slightly as she remembered their first meeting. "I'm sorry about how I acted the other day."

"It's alright." He said giving the grey mare a reassuring smile. "Your friend's life was in danger, that would make anypony a bit frantic. Which reminds me how is your friend?"

"I'm quite fine think you." The Doctor suddenly said stepping beside the two mares and reaching a hoof out. "I'm Skip and these two are Miss Carrot Top and Derpy Hooves."

"Nice to meet you. My name's Iron Gates." The unicorn introduced himself, shaking the Doctor's hoof.

"Excuse me, Mr Gates? But where's your friend, you know the one with the dragon wings." Derpy asked.

"You mean Nightshade?" Iron Gates said. "I don't really know. The last time I saw her she was going on about an apple cider drinking competition."

"Oh, I know where that is." Carrot Top stated. "It's in the pack where the main part of the festival is being held. We're actually heading that way now, if you want to you could join us."

The blue unicorn took a moment to ponder the invitation. "Well, as long as you three don't mind."

"Not at all." The chestnut stallion said. "Think of it as us returning the favour for saving my life."

"Then in that case I would be happy to join you."

With that the three ponies welcomed the light blue unicorn into their party and set off towards the park.

* * *

><p>Nightshade sat in the chair at a rather long table that was underneath a tent that was just as long. In her dark grey hoof she held a cup of one the best tasting apple cider she ever had, her dragon-like eyes scowled at the earth pony who sat before her who also held a cup in her hoof. She had a pinkish-purplish coat, a raspberry coloured mane and a similar scowl on her face too. The two rivals were surrounded by other ponies who had come to watch a battle of epic proportions.<p>

When the competition had first started there were fifty other competitors but they had all perish about an hour ago, succumbing to the effect of the cider. Those ponies were now either passed out on the table or had run outside to get some 'air', leaving only the drago-pony and the earth pony to duke it out.

"I…hic…hope you know that…hic…I've been the apple cider champion for…hic…for five years running." The earth pony said with a slight slur. "So…hic…so don't think that you've got a…hic…a chance of beating me."

Nightshade chuckled at the earth pony. "Oh, please…hic… I've drunk drinks that had…hic…had twice the alcohol…hic…content…hic…so you've got nothing on me."

"Oh, yeah."

"Yeah."

The two mares continue to glare daggers at each other until they both brought their cups up to their mouth and drank every last drop. Slamming the cups back down on the table they looked at each other for the longest moment, then simultaneously the two drunken ponies collapse onto the table.

"Well, that was anticlimactic." A member of the crowd muttered in disappointment.

"So who won the contest then?" another pony asked.

"I guess it's a tie." Said another.

With nothing left to watch the large crowd of ponies left the tent leaving the two competing mares to their deep slumber.

* * *

><p>It didn't take very long for Carrot Top and the others to reach the pack which was now full of ponies, rides and stalls. During the trip Iron Gates and Derpy had been talking about how he and Nightshade got to be partners. Apparently it started when the drago-pony was given a special mission from Princess Celestia herself. He didn't go into much detail as to what the mission was, only saying that it was very important and that at some point he got dragged into it. Despite being a bit reluctant at first he agreed to help her and the two went on to completing the mission. Princess Celestia was so grateful that she approved Nightshade request to be partnered up with him.<p>

"I was actually surprised when she asked to be my partner." He said as he thought back to that day. "I mean she could have asked the Princess for a promotion or something but instead she chose to stay with me."

"Wow." Derpy exclaimed as she was completely captivated by his story. "That was an amazing story. It almost reminds me of the C.O.L.T comics."

"Really? How so?" Iron Gates asked slightly confuse by the remark.

"Well, you see the main character Silverwing was given a top secret mission by the King and along the way she meets this younger spy named One Shot. At first they didn't get along very well but then they slowly begin to like each other. By the end Silverwing fell in love with him but she didn't know how to tell him so she became his partner so they could be together."

The pale blue unicorn looked at the grey pegasus beside him for a moment. At first he was completely bewildered by what she had said but after replaying it in his mind he finally understood. "Wait, you think the reason Nightshade wanted to be my partner was because she's in love with me."

"Well, maybe." Derpy shrugged. "I'm just saying your story reminded me of a comic I once read is all."

Iron Gates opened his mouth to say something but then closed it and fell silent with a look of deep thought on his face. The group was quiet for the rest of the trip until at last they had reached the large entrance to the pack which Carrot Top now stood under.

"Okay we're here." She said as she turns around to face the other three ponies. "I'm going to take Iron Gates over to the tent where the apple cider drinking contest is being held. You two can stay here until I get back, don't worry I won't be gone long."

"Actually Carrot Top." Derpy said though for some reason her voice was coming out a bit nervy. "I thought I could take Skip and show him around the festival."

The olive mare's eyebrows rose slightly when she heard this. The idea of Derpy and Skippy being alone together was not something she particular likes, especially with how she was looking right now. "Are you sure sweetie?" She asked hiding the disapproval behind a mask of concern. "I won't be that long after all."

The grey pegasus nodded. "I'm sure."

Carrot Top wanted to protest further but thought better of it, the last thing she wanted to do was to start an argument with her best friend. She made a quiet sigh. "Okay then, I'll meet you back here at eleven thirty alright."

"Alright." The grey pegasus said in an exceptionally cheerful voice. Without another word she grabbed a hold on one of Skippy's fore-hooves and led him deeper into the pack.

Just before they disappear into the crowd Carrot Top shouted. "Keep her safe Skippy."

_And keep your hooves off her._ She thought glaring daggers into his back.

"They make a cute couple those two." Iron Gates stated as he watch them leaved earning a cold stare from the olive mare.

"They're not a couple." She said before she started walking in the other direction.

The blue unicorn was somewhat stunned by the mare's sudden hostilities to his statement but followed her anyway. The two ponies walked away from the main part of the festival and headed towards one of the largest tent Iron Gates had ever seen. Outside the tent a sign that said **Adults Only **stood just by the entrance. As the two entered the first thing they saw was a large number of mares and stallions who were all seemingly fast asleep.

"How in the name of the Princesses did cider do this!" he exclaimed when he saw all of the sleeping ponies.

"The ciders in the contest have alcohol in it." Carrot Top explained as she searches for the drago-pony. "Usually the farm that makes the cider doesn't put alcohol in it but they make an exception for the festival."

"Why?"

"It's an old tradition dating back to when our town was first settled, you see…"

A sudden burp stopped the olive mare from continuing her explanation. From at the far end of the table a dark grey head with a short ghostly white mane popped out of the sea of passed out ponies. "Who's making all that…hic…ruckus." It said. "Can't a girl get…hic…some sleep around here?"

"Nightshade." Iron Gates called out getting the hybrid attention.

The drago-pony looked at him a bit confuse as the world was now blur of colour and noises to her but then the world became still and the sight of her partner made her cheered. "Gates? What…hic…what are you doing here?"

"I came looking for you." He said as he came to stand beside her. "You ran off without telling me where this drinking contest was being held at."

"I did?" she questioned sounding somewhat unsure, though considering the mountain of mugs beside her it was amazing she could even sit up straight. "I'm so sorry Gates. I just wanted to have some fun I didn't mean to worry you."

"It's alright."

"No it's not alright…hic…I should have brought you along to have some…hic…some fun too." Nightshade stammered before she latch herself onto the unicorn with her fore-hooves around his neck. "Can you ever forgive me?"

Iron Gates was caught off guard by his partner's sudden hug and the strong smell of apple and alcohol emanating from her mouth. He could feel the heat rising into his cheeks turning his usual pale blue fur into a pinkish tint. As she held him there his mind went back to what that grey pegasus said but this was hardly the time or the place to be thinking about that.

He brought his own hooves up and returns the hug his drunken fiend was giving him. "Of course I can."

"Oh, Gates you made me the happiest mare in the…uh-oh."

The drago-pony's abrupt silence brought on a sudden jolt of concern to the unicorn. He pulled away slightly, asking if she was alright while he took a look at her face. The dark grey fur on her face has change into a greener shade, her cheeks were puffed out as if they were full of something and her usually calm yellow eyes were wide in a state of panic.

The pour stallion didn't even have the chance to close his eyes before the messy water show begins.

* * *

><p>"I'm so sorry Gates." Nightshade apologised for the sixth time as she laid over Iron Gate's back.<p>

"It's okay Nightshade." He said in as a forgiving voice he could manage. "Now, you just rest alright. We'll be back at the hotel in no time."

"Do you need any help with carrying her?" Carrot Top asked as she tries to looking at the large stain on the unicorn's chest and hooves. She was actually surprise by how well he acted after his friend became sick all over him. He didn't get angry or grossed out by the act, he just calmly grabbed a nearby washcloth and clean as much of the stuff off. After he got as much of it off as he could he turned back to his partner who had now turn bright red with embarrassment and gently threw her onto his back.

"Nah, I'm all right." He said to the olive mare who had helped him put the drunken drago-pony onto his back. "Thanks for your help by the way. If it wasn't for you and your friends I wouldn't have found her."

"You also mightn't have gotten her lunch all over you too."

"Maybe." He chuckled slightly. "But we're partners and partners always stick together, even if does mean I end up covered in vomit."

Carrot Top couldn't help but smiling at the unicorn's devotion to his friend. It kind of reminded her of her own relationship with Derpy, knowing that through thick and thin they will always be there for each other.

The unicorn thanked her again for her help before leaving, heading back towards the park entrance. The olive mare stood there thinking about the friendship she had with Derpy after all these years. They had a lot of good times and some sad ones too, the worst one being when her mother disappeared. She remembered the night when she came to stay with her family because she no one else to go to. The usual cheerful pegasus looked so…lifeless. As if all of the joy and happiness had been drain out of her leaving behind an empty shell. The young olive mare had tried to do everything she could to make her happy again or at the very least ease the transition, but that seem to make things worse.

It was several weeks later that things seem to improved, Derpy had finally started to smile again, it wasn't the same cheerful smile like before but it was a smile none the least. In that time she had adjusted to living in a bigger family to the point that Carrot Top's father would jokingly say she was an earth pony born with wings. Yet despite this, Carrot Top knew that her friend was still bothered by her mother's disappearance.

One night while they were going to sleep in the room they'd shared Derpy asked something that surprise the young Carrot Top. "Carrot Top will you ever leave me?"

The question shocked the young olive filly into silence for several seconds before she pulled the pegasus into a tight hug. "Of course not Derpy. I'll always be there for you, forever and ever." She vowed.

And she had kept that vow too, she had watched over Derpy and kept her safe from harm. She had become more than a friend to her, she had become a sister in every sense of the word. _Then he showed up._ the olive mare thought as the image of the chestnut coloured stallion popped into her head.

Since that stallion had showed up a rift was slowly beginning to form between her and Derpy, a rift that she was afraid will destroy their friendship. She couldn't let that happen, she can't break the vow she made that night to Derpy…and her mother. And yet knowing this, knowing how important it was to keep her promise, why was it that she felt guilty for feeling like this. She knew he technically hasn't done anything to earn her mistrust or anger and he did protect Derpy from a gang of thugs yesterday.

The young orange maned earth pony remained standing outside the tent as her mind ran in circles over the stallion and Derpy. She was so deep in thought she didn't notice a large red stallion immerging from the tent's entranced carrying a large barrel on his back. The red stallion was surprise to find a familiar olive mare standing outside with a perplexed looked on her face. Interested in what had the young mare thinking so hard and wanting to be neighbourly he walked over to her.

"Howdy, Miss Carrot Top." He greeted in his accented voice.

The sound of an all too familiar voice snapped the orange maned pony out of her train of thoughts. She already knew who it was that greeted her but she still couldn't help feeling surprise and in awe at the stallion standing before her. "B...big Macintosh." She stuttered bashfully. "What…What are you doing here?"

"Ah'm in charge of the drinking contest." He said in that perfectly deep voice of his. "Ah make sure no pony do anything irresponsible when their woofing down the cider."

"Oh, yes of course how silly of me." Carrot Top said mentally slapping herself for asking such a stupid question. Big Macintosh had always watched over the drinking contest as he is the only member of his family who is physically strong enough to keep things under control if the need arises. Though, it was hard for the olive mare to picture the red stallion being violent with anypony. Despite the appearance of the large muscular stallion, Macintosh was actually one of the kindest and gentlest souls Carrot Top has ever met. It's these qualities that had made him one of the most sought after bachelors in Ponyville.

_That is of course if you're into that sort of thing._ She thought as she tries to keep herself from becoming lost in those emeralds green eyes of his.

"Is everything alright Miss Carrot Top?" Big Macintosh asked. "You seem to be thinking mighty hard on something."

The olive mare felt deeply touched by the handsome stallion's concerned. "Yeah, I'm fine. I was just thinking about a friend of mine is all."

"Do you what to talk about it? Ah've been told that I'm a good listener."

Carrot Top thought she felt her heart skip a beat, Macintosh wants to talk to her, to listen to her. A sudden surge of light headedness threated to consume her as she tries to figure out if this was real or if she had fallen into one of her fantasies again.

"Umm…Miss Carrot Top, did ya hear me?" the red pony asked when she failed to reply.

The question, along with the large hoof waving back and forth snapped the young mare out of her thoughts. "That's very nice of you Macintosh but this is kind of personal." She said feeling embarrass for taking so long to answer her question.

"Well, if ya sure ah'll leave you alone then." He said as he slowly walked away.

Watching the tall red stallion walk away made the olive mare's heart sink a little. Maybe she was wrong about turning Macintosh's offer down, with all these confusing thoughts about Derpy and that Doctor Skip, perhaps she should talk about them with somepony. After reconsidering his proposal for several moments Carrot Top called out. "Hey, Macintosh hold on for a second!"

The stallion stopped and turned around as she approached him. "I was just thinking that maybe I could help you with carrying that barrel." She said once she was beside him. "And maybe we could discuss my friend on the way to your farm?"

Big Macintosh gave the young mare a small smile before nodding his head in acceptance. The two ponies began their long journey towards the apple farm on the other side of town with one retelling the events of the last couple of days and the other listening.

* * *

><p>Doctor Whooves looked at the strange item in his hoof with suspicion, it was some sort of fluffy substance attached to a plastic rod. Derpy had bought it along with one of her own from one of the many venders in the park, she had said that it was good and that he should try it but it was just too…fluffy.<p>

"Um…Derpy what did you call this thing again?" he asked the grey pegasus as he kept looking and the foreign object.

"It's called candy floss." She manages to say despite having a mouth full of the stuff. "Don't you have it back on your planet?"

"Well, we might have it but I wouldn't really know. I didn't go out much when I was back there."

"Why not?"

"I was too busy working on my inventions, when you're a scientist you don't really have the most active socially life."

"Didn't you have any friends?

"I did have one once. He was actually more of a brother to me than a friend."

"What happen to him?"

The Doctor suddenly went quiet as he continues to stare at the candy floss. The memories of Cronus and his fate brought on a bitter taste to his mouth along with so much regret and guilt. Being unable to save him was the greatest failure in the Doctor's life, one that will probably plague him forever.

"I don't know." He whispered after a long silence. It wasn't a lie, in truth he really didn't know what happen to him when he was pulled into the time stream. He might be living in some time period or maybe he was back at the lab trying to figure out how to bring the Doctor back. These might be small hopes but it's these small hopes that have kept him sane since the accident.

Despite having pour vision Derpy could clearly see that she might have touched a subject that was upsetting for the chestnut stallion. She quickly moves to change the subject. "So Doctor are you going to eat that candy floss?" she suddenly asked in her cheerful voice.

The chestnut pony looked up in confusion. "Pardon?"

"I said are you going to eat that."

"Oh, yes of course I will." He said though he still didn't like the look of the fluffy food.

Slowly bringing the candy floss up to his lips the Doctor closes his eyes and took an experimental bite out of it. Suddenly an explosion of flavour blew up in his mouth, never before in his life have he ever tasted something this good. "This…this is amazing!" he exclaimed excitedly before taking an even larger bite.

The sight of him enjoying the food she introduce him to brought a warm smile to Derpy's face. This was what she wanted, to see the Doctor having fun and relaxing at one of the town's most famous festival. It was the perfect way for her to return the act of kindness he showed to her the night before.

Even now those wonderful words still flow through her head. _Your worth protecting, your worth fighting for._

No pony has ever said such things to her before that night and while spending the day with him and showing him the best this festival has to offer may pale in comparison to his words, she was still determined to make this the best day of his life.

After finishing their candy floss the two ponies set out to explore more of the festival. They went on several rides like the merry-go-round and the Ferris wheel where the Doctor was amazed by the beauty of the town and the surrounding landscape. The two then shared a bumper car and despite constantly crashing into the other drivers they still enjoyed themselves.

However their fun did not go unnoticed by the other ponies, on several occasions Derpy caught some of the ponies looking puzzled by the pair. At one point while they were looking over some jewellery she heard some mares whispering to each other.

"Who do you think he is?" one of them asked.

"I don't know but he's handsome. I wonder why he's with that feather-brain?" a second said.

"You don't think they're an item do you?" questioned the third.

"Oh, please." Scoffed the second mare. "That stallion is far too handsome for her, he's probably with her out of pity or something."

The grey pegasus ears drooped after hearing those mean words which caught the Doctor's attention. He had heard the mares too and while he does not want to make the situation worse by reprimanding the mares he will not allow them to spoil their day.

Pretending not to have heard them the chestnut coloured stallion turned to his female companion and spoke loud enough to the three mares to hear. "So sweetheart which one of these rings do you like, it isn't long to our big day after all and we can't have a wedding without a wedding ring."

Derpy looked at him as if he had gone mad but caught on to his little plan when he gave her a devious wink. "Oh, I don't know dear, they all look so expensive." She said giving him a wink in return.

"Nothing is too expensive when it's for you my love."

The two 'Love Birds' acted like this until the three mares left in a state of shock and disbelief. It was only when they were completely out of ear shot that the grey pegasus and her 'Loving Fiancée' broke down into a fit of laughter.

Later the two ponies were walking through the crowded festival grounds looking for something else they could do together. They were approaching the edge of the park when Derpy saw a large green tent she immediately recognised.

"Hey, Doctor lets go in here." She said as she made her way towards the tent. The chestnut brown stallion followed close behind examining the tent and the sign outside.

**Madam Pinkie Pie **

**Free Fortune Telling**

**Plus Free Cupcakes**

"Wait, Derpy you don't actually believe in fortune tellers do you?" He asked stopping just outside the tent.

"Kind of. Why, don't you?"

"Of course not." The Doctor said. "It's scientifically impossible for any pony to know the future."

"How can you be so sure?" Derpy questioned. "A lot of ponies say aliens don't exist but here you are, standing right in front of me."

"Well, that might be true but at least there is some scientific backing on extra-terrestrial life forms."

"Come on Doctor, haven't you ever believed in something despite everypony else saying that it was impossible." She said pulling the stallion inside.

There was in fact a time when he did believe in something that was considered by many an impossible feat. When the Time Vortex was founded the Doctor was the first to figure out that it could be used to travel through time. This theory of his made him even more unpopular with the science community then before, several of them even said he had gone insane. It was only Cronus and a mysteries backer who ever shared his beliefs.

"Besides it'll be fun." Derpy said bringing the stallion back to the present.

They were now inside the tent which was dark, not too dark that one couldn't see but dark enough to add to the atmosphere. The only source of light came from a candle sitting on a table before them. Derpy quickly took a seat on one of the multiple coloured pillows that surrounded the table. The Doctor still didn't what anything to do with something as silly as fortune telling but then again he didn't want to upset Derpy. Grudgingly he took a seat next to the grey pegasus hoping that this will be quick.

It wasn't.

The two ponies sat there in the half-darken tent for five full minutes with nothing happening. The chestnut stallion turned to his companion. "Do you have to ring a bell or something?" he asked.

"HI!" Came a sudden joyful shout from the other side of the table.

The Doctor squealed in surprise before falling onto his back, Derpy however remained on her pillow quietly giggling at the stallion's fall.

"Oh, are you okay?" asked the pony. "Sorry if I'd scared you."

"I wasn't scared." The Doctor replied as he got back up. "I was just surprise is all."

After getting back on his seat the chestnut coloured pony manage to get a good look of the mare who had 'surprised' him. She had a bright pink coat with a puffy mane, she wore a short cape and a turban with a number jewels decorating it though he highly doubts their real.

"Okay, whatever you say." The pink pony said. "Hold on a moment, I don't know you and I know everypony in Ponyville, That's must mean that you're not from around here."

Umm…that's right, Skip here just got here a few days ago." Derpy voiced in catching the pink pony's attention.

"Oh, hi Derpy I didn't see you there." She said. "Wow, you look really, really, really, really pretty."

"Ur…thank you."

"I mean if I didn't know any better I say you're trying to impressed this fancy stallion." She continues not realizing how very uncomfortable she was making the two feel. "Who is pretty handsome I mean he's no Macintosh but he still handsome in a fancy sort of way."

Before she could go further on in her ramblings the Doctor interrupted. "Excuse me Miss…"

"Oh, you don't have to call me Miss that's my mother's name. Call me Pinkie Pie everyone else does."

"Okay, Pinkie can we hurry this up please."

"Hurry what up?"

"The fortune telling."

"Oh, right." The pink pony giggled. "I'm so forgetful sometimes."

_And I thought Derpy was a strange pony._ The chestnut pony thought as he watches Pinkie Pie pull a large crystal ball out from behind her. Carefully she placed the ball down onto the table and began to sing a short but strangely catchy song. Once it was finish the pink pony asked who wanted to go first, being a gentlecolt and having little interest in having his own fake fortune told the Doctor let Derpy to go first.

The pink pony looked deep into the clear sphere for several long moments before looking up at the grey pegasus. "Good news Derpy" she said excitedly. "You're going to get really good pleasant for your next birthday."

"Really?" Derpy asked as she tries to see whatever the pink pony saw in the crystal ball. "What is it?"

"I can't tell you silly, either wise it wouldn't be a surprise."

_Oh, please._ The Doctor thought shaking his head sightly. It amazed him that Derpy actually believes that this mare can tell the future by looking into a ball of glass. If there weren't the threat of hurting her feelings he would have pointed out all of the holes Pinkie Pie's prediction.

"Now it's your turn." The pink pony exclaimed turning to the stallion with a bright with almost impossible cheery smile.

"No thank you that won't be necessary." He said as he slowly rose from his seat.

"Are you sure? It's really interesting, in fact it's probably the most interesting reading ever!"

The Doctor was about to decline again when a grey hoof touched his shoulder. Looking down he found Derpy giving him an encouraging smile. "It won't hurt to hear what she has to say." She said.

For moment the stallion stood there, then with a small sigh he sat back down. The pink pony waited to make sure the chestnut coloured stallion was comfortable before returning her gaze on the clear orb before her.

"I see three ponies." She started as she leaned closer to it. "One of them you've already met the other two you meet later on your journey. One of them is with a really bad group and deep down she knows this but she still hang around with them. The other pony hasn't been born yet but she's very close to you and is very important, like super-duper important."

There was a long moment of silence as The Doctor was dumbstruck by the information the pink pony was giving him. He had been expecting something like 'You going to have a fun day' or 'You will find your true love soon', not something that had so much description. Pus, she said 'your journey' could that mean she knows who he is._ No._ he thought._ There's no way she could know._

And yet she had used those exact words.

"What…what about the other pony?" he found himself asking. "The one I've already met."

Pinkie pie smiled at the stallion in a way that made him begin to doubt his original opinion of the mare.

"That's a surprise." She said in a low tone before returning to the loud excited tone she had when she first appeared. "Well, that's all for today, here's your free cupcakes!"

The Doctor however didn't what to leave, he wanted more information on these ponies, know how much this pony knows about him, but most importantly he wanted to know who was the pony he already met and what part does she has to play in his future. His mind already has a list of all the ponies he had met since he got to this town and seeing how the other two ponies were female it would stand to reason that this pony was female too. With that conclusion in mind the stallion's head turns to the grey pegasus beside him who was accepting a cupcake from the pink fortune teller.

It would make sense if Derpy was this pony, she was the first pony to meet him when he first arrived here and their paths do seem to be intertwined with one another's. Plus, there is also the strange attraction he seems to have developed for the mare but he much rather leave that factor out of the equation.

While the thought of Derpy having a larger role in his life brought on some unwanted feelings of happiness, it also brought the much larger feeling of dread and guilt. His life is full of danger, he can barely guarantee his own safety let alone somepony else and the thought of something happening to her made him feel cold to his very core. He didn't want that to happen, he didn't want her to get hurt because him.

But then again the pink pony didn't exactly say who or what role this pony has to play and he can't be completely certain that it is Derpy. It could be any other pony he had met like, Carrot Top or Iron Gates or even that maroon thug from yesterday.

"Hello, Equestria to Fancy Stallion." A highly energetic voice called out bringing the Doctor back to reality. He almost fell over again when he found two large blue eyes staring straight into his own. "I said do you want a cupcake too, I baked them myself."

"Ur…no thank you." he said before getting up from his seat. He needed get away from here and think on this new information and maybe make some sense of it. "Come on Derpy."

The grey pegasus looked up at the stallion, she had already eaten most of the cupcake Pinkie Pie had given her and now crumbs and pink frosting covered her lips. Had his mind not been so heavy in thought he might have chuckle at the image. After eating the last bit of the cupcake and saying goodbye to the fortune teller Derpy followed the Doctor.

Being the gentlecolt he is the chestnut coloured stallion opened the tent's flaps for her and waited patiently for her. Once she had made it outside the Pink pony whispered "Don't worry, she isn't like that other mare she'll stay with you even if you aren't who you say you are." Loud enough for him to hear.

Once again the Doctor looked at the pony with suspicion and even though he desperately wanted ask her what she had meant by that statement he got a feeling he wouldn't get a straight answer. He turned his attention to the outside world as well as the pegasus who had on the large cheerful smile that always seem to warm his heart. _I have to do something._ he thought as he joined her outside. _I have to protect her, even if it means she hates me for it._

* * *

><p>"And that's the story." Carrot Top said as she has finally finished telling the big red stallion about the events of the last couple of days.<p>

They had just dropped off the last barrel at his farm and were now making their way back to the park. Big Macintosh said little as he listened to the olive mare's story, only asking a question or two whenever he needed little more detail.

"So let me get this straight." He said in his thick accented voice. "This here friend of yours Miss Green is worry that her friend Miss Sliver Wing is spending too much time with a stallion named Backstabbing Scoundrel."

"Yes."

"And Miss Green wants to tell Miss Sliver Wing to stop seeing Backstabbing Scoundrel but she thinks that Miss Sliver Wing has fallen for this stallion and doesn't want to hurt her feelings."

"Yes"

"And yet Miss Green is also confused as to why she doesn't like this stallion, despite the fact that he had done nothing wrong and had actually saved Miss Sliver Wing from a group of thugs."

"Yes."

"It's sounds like she's jealous."

"What!" Carrot Top cried out rather loudly. "I am not jealous that Derpy has a boyfriend!"

The olive mare suddenly put a hoof over her mouth when she realized her mistake. Macintosh stopped walking to allow the carrot farmer to gather her bearings. He had of course knew at the start of Carrot Top's story that she was using fake names to cover herself and her friend. His sisters do it all the time whenever they had a problem that was either too embarrassing or too sensitive to talk about.

"I'm sorry." Carrot Top said after a while.

"It's alright." The red stallion said as he put a comfortingly hoof on her shoulder. "Sometimes things are easily to talk about when we're using other ponies names instead of our own."

A smile appeared on the mare's lips. _His so understanding._ She thought. _How is it he never got a girlfriend._ Carrot Top shook her head slightly to stop herself form thinking too hard on that subject, she had a much more important matter to think of right now. "But I was telling the truth, I'm not jealous that Derpy might have found somepony who care for her as much as I do it's just that…we've been friends for so long now that we're practically sisters. But now with this stallion I can't help but feel as if I'm being replaced." Carrot Top said as she stared down at the ground. "That must have sounded pretty selfish to you."

"Not at all." Macintosh replied with true understanding. "Ah went through the same thing when Applejack started to notice stallions. Since Ma and Pa passed away I had to watch out for my little sister and make sure she didn't get hurt. So Ah started to chase away every stallion that looked twice at her which was something Applejack didn't appreciate very much."

"How did you get over it?" the olive mare asked.

"Ah didn't really. I still keep an eye on her and the stallions she meets but Ah've learned that sometimes you're doing more harm than good if you keep them from making their own mistakes."

Carrot Top became silent for a moment as she listens to the red stallion's words. Since they had met she had always protecting Derpy from bullies or anything else that might have hurt her. Could what Macintosh be saying be true, have she been doing wrong by Derpy by protecting her from so much.

"And don't you worry." Macintosh continues. "Even though it might feel like it, you're not being replaced. Derpy isn't the type to dump her old friend just because she found somepony new."

_He's right_. She thought as she thought about the grey pegasus. _Derpy would never do that and I've been so foolish to even think that she would._ With this realization Carrot Top actually felt lighter than she did in the last couple of days. It felt as if a great weight was lifted off her shoulders. While she still has some reservation for Skippy she can't deny that he has done nothing wrong to Derpy and that he does seem to care deeply for her.

The orange maned mare closed her eyes as she picture the young Derpy who had asked if she would ever leave her. _I will never leave you Derpy _she said to the image. _I will always be here for you, but your old enough that you don't need me to protect you anymore._

When she opened her eyes she felt a mix of emotions but the one that really stood out was freedom. She looked up at the red stallion and gave him a warm smile. "Thanks Macintosh. For helping me sort out my problem."

"Not at all Miss Carrot Top. It's what Ah'm here for." He said returning the smile.

With that the mare said goodbye to the red stallion and left to find Derpy and Skippy. It was slightly past the time that they agreed to meet but she should still make it there in less than fifteen minutes, ten if she really ran for it. As she made her way there she realize she felt different than before, she was no longer Derpy's guardian angel she was just Carrot Top.

And she never felt happier.

* * *

><p>Derpy stood by the park's entrance looking into the streets for any sign of Carrot Top. Five minutes have passed since their agreed meeting time but that didn't really bother her, what bother her was the fact that it was nearly ten minutes since she last saw the Doctor.<p>

Shortly after their visit to Pinkie Pie's tent he left saying that he needed to go to the toilet. She wouldn't have thought much of it but he had that strange look in his eyes, the one he had on yesterday when he stiffed that black ooze. She had asked if he was okay but he merely said that everything was okay.

_I hope he's okay._ She thought as she stood there wondering what could have made him start to act all strange again. _Maybe it was something he ate? Or maybe it was something I said or done. _

That last thought made her panic a little, could she have done something to offend him. No, she couldn't have she had spent the entire day making sure she didn't say or do anything that could embarrass her or the chestnut pony.

_Maybe he got lost._

That was a possibility, this park is quite large and with all of these stalls and rides it practically made it into a maze.

_Maybe I should go look for him._ Derpy thought as she looked back into the park. Carrot Top would probably get angry for her not meeting her here but the grey pegasus was sure she would understand her reasons. Taking one last look back into the streets to see if the olive mare will make a last second appearance, she ran back into the park to search for the Doctor.

* * *

><p><em>I'm such a coward<em>. The Doctor thought as he walked up a large hill just outside the festival grounds. He had just left the grey mare to wait for her friend at the park entrance, she thought he had went to the toilet when in fact he was leaving her forever. He had done it a hundreds time before and he always felt awful about it but this time it felt worse. Maybe it was because of the trust she had showed him or the innocent personality she had, whatever it was it was gnawing at him.

He tried hard not to think about what will happen when she realize that he wasn't coming back. Would she look for him, get angry, cry, would she ever trust anypony again. The image of her crying like she did the night before appeared in the back of his head only instead of him holding her it was Carrot Top.

"_Why did he leave me, why."_ she cried.

That image stung deeper than he had expected it to and knowing he's the one who caused that only made the knife twist. He kept telling himself that it was better this way, that this way she might be protected from all the danger that seems to follow him. When that didn't work he tries desperately to convince himself that he shouldn't feel guilty because there was nothing there. That these feelings that have been plaguing him for the last several days were just him longing for companionship.

But that only made the guilt grow stronger. The chestnut pony suddenly came to a stopped with his head hanging low as he thought about the grey pegasus. Her smile, her laugh, her eyes, the kindness she had showed him, the way his heart would fly when she was happy and the way it would sink when she was sad or hurt.

There is something there.

Something that could have been theirs.

The Doctor's lips soon spread into a horrible snarl as rage began to boil deep inside him. _Because of that machine._ He thought as his mind turns to TARDIE and all of the tragedies it had caused him. Soon he felt the fiery energy that accompanies rage spread throughout his body, threatening to consume him if he doesn't release it immediately.

With an almost animalistic roar the chestnut stallion lashed out at everything around him. Trees, rocks and even the earth itself were not safe from the Doctor's wrath as he hit, kick, and cursed at his surroundings. Time began to blur as he lost himself to the destruction he was committing, he didn't care about anything right now besides returning all of the pain the world had thrown at him. By the end of it the area around him was littered with broken branches and dug up earth.

The Doctor sat on his hunches, huffing and puffing from the tiring display of anger and frustration. "I wish I never built that machine." He said aloud.

It was only then that he notices a dull throbbing in the back of his head but didn't pay it any attention, he didn't have the energy nor the will to. In fact, that rampage took a lot out of him then he thought as he began to feel heavily fatigue. Slowly he leaned down against one of the trees he had attacked moments before and slowly allowed his eyes to close. _Just a small rest._ He told himself as he slipped into unconsciousness. _Just…a…little…_

* * *

><p>Just as the Doctor has fallen asleep a new figure slowly approached from the shadows. He stood before the chestnut pony on two strong legs and his arms folded across his chest.<p>

"Is he okay?" the figure asked.

The small device warped around his right wrist made a slight beeping sound.

"So it's normal for him to be sleeping like this?"

The device made another beeping sound followed by something that sounded like a foghorn.

"Well, I can see how having a crazy Doctor could be a bad thing. Out of curiosity you wouldn't happen to know why he's so important do you?" the stranger asked as he took a seat next to the sleeping stallion.

The device answered with a number of clicks.

"Didn't think so." He said leaning his head against the tree and letting out a sigh. "Alicorns sure love their secrets don't they."

For a brief moment the stranger laid there allowing himself a moment of respite. Despite all the traveling he had done he had to say he liked this world the best, it's so nice and peaceful here. Maybe when he's done exploring the universe he'll settle down here and open that cake shop he always dreamed about.

Just before he could continue on with that thought the device started to make several beeps and clicking sounds.

"Great, what does he want now?" he asked looking down at the little machine.

It made several more noses ranging from musical notes to animal sounds. As it spoke the figure became slightly confused. "The pegasus? Why does he want her?"

The device beeped two times to answer.

"Of course he didn't tell you. I swear this is the last time I work for alicorns." The stranger said as he got up from where he was sitting. "Can you teleport me to her?"

The device gave off a single click and then in a flash of light it and its owner disappear into nothingness.

* * *

><p>Before you guys start asking if this guy with the broken wristwatch is a human the answer is yes and no. As to what the hell that means let me remind you that this is the pony version of Doctor Who and that there's going to be a lot of weird stuff.<p>

Anyways thank you for reading, I'll see you next time.


	7. The Monster

Note: I'd finish ths story late at night so please forgive me for any spelling mistakes.

**The Monster**

Derpy began to worry as she moved through the crowds of the festival, turning her head from side to side in the hopes that she'll find the chestnut pony. She had checked everywhere, the toilets, the stalls, even back at the entrance on the off chance that he might have come back but he was nowhere to be found. _Where is he?_ She thought worriedly as dark thoughts started to invade her mind.

Images of the Doctor being hurt or worse raced through her mind, each one making the pegasus's heart turn colder than the last. Worry soon turns into panic, she has to find him now. She has to make sure he's safe, she has to see him standing before her, giving her that kind knowing smile.

"Umm…excuse me?" Came a voice behind her.

For one brief moment Derpy thought it was his voice but as she turns around she was greeted by completely different stallion. He was about the same height as the Doctor but that was the only similarities they shared. His coat was a pale cream colour and his mane was short and a dark brown just like his eyes, he also wore a long sleeve black jacket and just by his right hoof was something that looks like a watch.

"Are you looking for somepony Miss?" the pony asked giving her a friendly smile.

"Yeah, I am actually." She said as she stared at the stranger curiously. "I'm looking for a friend of mine. He's an earth pony with a chestnut brown coat and an hour glass for a cutie mark."

"Really, I just happen to see a stallion matching that description a moment ago."

"You have!" Derpy practically shouted before grabbing a hold on the stallion's jacket and pulling him closer. "Where!"

To the stallion's credit he didn't seem all that shock by the pegasus actions, he just lifted his right hoof and pointed to the forested hill just outside the festival's grounds. "He went that way." He said in a calm voice.

The grey pegasus let the stallion go and rushed over to the hill as if her very life depended on it. She felt a little guilty for not thanking him for his help but that was a minor concern right now. She has to find the Doctor and make sure he was alright.

_Please be safe._

* * *

><p>The stallion watched the pegasus as she disappears behind the first layer of trees. He still wondered as to why his employer wanted her to find the time traveller. Personally he would have left her out of it, whatever the path Whooves is meant to walk on is one that she isn't prepared for. But then again it was not his choice and he was in no position to go against the will of an alicorn.<p>

A quiet whistle suddenly jerked him from his thoughts. "I was not staring. I was just making sure she was going the right way."

The small device made several beeps and clicks which coursed the stallion's cheeks to flashed red. "What!" he barked glaring daggers at the machine. "I wasn't even looking there!"

"Hey, Rarity why is that pony talking to his watch." A small voice asked from behind him.

"I don't know sweetie but let's just keep our distance from him." an older voice replied.

The creamy coloured stallion glanced upwards to find that a large number of ponies were now staring at him. He returned the stares with a embarrass smile before walking away. When he was certain he was no longer being watch by the crowd he returned his gaze back to the device.

"You did that on purpose didn't you." he whispered.

A noise similar to laughter left the device.

For a brief moment the stallion was about to yelling at it again but quickly remembered where he was. He had already drawn attention to himself he doesn't need the local guards dragging him off to the nut house or worse attracting the attention of the elements bearers.

* * *

><p>The Doctor's eyes slowly opened to find himself laying in what he presumes was a natural disaster. The trees including the one he's lying against had their branches and bark torn off and the ground around him have been dug up and thrown around. He was confused by it all at first but then he remembered the guilt filled rage he had entered into earlier.<p>

It was actually a surprise that he even done such a thing in the first place. He usual has so much control over his emotions that he rarely acts on them, he would maybe make a snide remark whenever he was annoyed but he had never done something like this before. Well that's not entirely true, the only other time he felt so angry was yesterday with that thug.

_Because of her._ He thought.

The memory of something Cronus said once crossed his mind. _"You know when you're in love when everything you do is for her."_ he remembered that night well as just after ten minutes of saying that the blue earth pony broke up with his girlfriend. But it does have some truth to it, as of late he had done a lot of things for Derpy. He fought for her, he comforted her, he even saw a fortune teller despite the fact he doesn't believe in such things.

And then there are these feelings, feelings that were original physical but have grown into something much deeper. While he still denies that anything long term could be form between them, he will at least admit that he hold something for the grey pegasus.

Something special.

There was a small sense of freedom when he accepted this fact. As if all of the frustrations and guilt he'd been carrying the last couple of days had finally evaporated. His mind became clearer now that it's no longer plague by the battle between his new friend and his duty.

However there was one more thing he has to do before he has complete closure, he has to find Derpy and tell her the truth. That he wasn't an alien pony from another planet, he's just an average pony who's built a time machine and is now being thrown around from one time period to the next. _Knowing her she'll probably like take it better than the last mare._ He thought as he turns back to the festival.

He had barely taken five steps when a distant noise caught his attention. Listening carefully he could just make it out. It almost sounded mechanical but he was far beyond the festival's grounds there shouldn't be any rides out here. He became even more puzzled when he realize the sound was coming closer.

_Strange, it almost sounds familiar. _He thought as he stared in the direction the noise was coming from. _It almost sounds like-. _

The Doctor gasps as his mind was suddenly besiege by images, sounds and voices. This overload of information caused the chestnut pony to collapse into a ball as his hooves held onto his head out of fear that it might explode. In reality it had only happen in less than a couple of seconds but to him it had felt like an eternity, a very long skull splitting eternity.

When it was finally over a cold mechanical voice rang through his mind. "_You stay alive long enough to watch as I conquer this world and know there is nothing you can do to stop me."_

He laid there stun by this new revelation. All of those memories that of that night has finally returned and it made his blood run cold. He should have realize that monster was here from the dratroleum he found from the other day but instead he had allowed himself get distracted by Derpy and his feelings for her.

_No, don't blame her._ He thought. _This isn't anyone's fault. That monster eased your memories, you couldn't have known he was here even with that dratroleum sample you found. _

The Doctor wondered what he should do as he got back on to his hooves. He thought about heading straight to the source of the noise and confronting Galek but that would have been pointless without any of his weapons or gadgets. The best course of action would be returning to the festival and try to warn everypony, even if they don't listen he has to try. With one more look towards the sound he quickly made his way downhill.

Running as fast as his legs would carry him, he was almost at the bottom of the hill when without warning he suddenly collided with something. For a brief moment all he could see were stars, and then slowly his vision returned to find a familiar form sitting before him softly rubbing her head. "Ow, my head."

"Derpy!" the Doctor gasped in surprise.

The grey mare looked at the chestnut pony and smiled brightly. "Doctor!" she squealed as she threw her hooves around him. "Where have you been? I've been looking for you all over the place."

He felt touched when she said that but now wasn't really the time for this. "I'll tell you later right now I need your help." He said unlocking the hooves that were around his neck. "A very dangerous robot is heading to the festival and I need your help to warn everypony before somepony get hurt."

The grey pony stared blankly at the Doctor. "Doctor, what are you talking about? What do you mean a dangerous robot is heading for the festival? Where did it come from? Why is it here?"

"Derpy!" he shouted more harshly then he intended. "I promise I'll tell you everything but right now I need you to trust me."

Once again the grey pegasus fell silent and stared at the stallion as she tries desperately to understand what is going on. She had only just found the Doctor and now here is telling her that the town is going to get attack by a robot. It sounded crazy, insane even, and yet despite that she couldn't help but to nod her head. "Okay, what do you want me to do."

The Doctor let out a deep breath he didn't even know he was holding. "I need you get back to the festival and try to convince everypony to get out of there as fast as possible. I know it's going to be hard to convince them but you have to find a way, their lives depend on it."

"Okay, but what are you going to do."

"I'm going to see if I can slow him down." He said.

It was practically a suicide mission but hopefully what Galek said about keeping him alive was true. He could see that Derpy was also worried by the part he has to play. Reaching out a hoof he slowly caressed the grey pegasus's cheeks which made her blushed a deep red.

"Don't worry I'll be fine." He said giving her his most reassuring smile.

The young mare opens her mouth to say something but whatever it was it was immediately drowned out by a sudden high pitch noise. The Doctor's eyes widen in fear as he recognize what it was and what it was about to do. Within seconds he wrapped his hooves around Derpy and threw her as far away from him as possible. For a moment the high pitch noise disappeared and then suddenly a massive explosion of sound was unleashed. Trees, rocks, earth and everything else were torn asunder by the solid wall of sound. The chestnut stallion barely manages to avoid it as it charged through the forest like a rampaging hydra.

While the two ponies avoided being torn apart they still suffered from the deafening noise. There was even a moment where the Doctor was fearful that his brain might implode but of course highly unlikely, in the worst case he'll just slip into unconsciousness.

By the time it was finally over all he could hear was a loud ringing sound echoing through his head. He looked at where he and Derpy stood only moments ago only to find a deep trench that stretched from the top of the hill all the way down to the bottom. The chestnut pony began to panic when he couldn't find the grey pegasus. He called out even though he knew that she have the same trouble with hearing as him. When no form of reply came he quickly crossed the wide trench, his heart was racing and Derpy's safety is the only thing he cared about at this moment.

Once he had reached the other side it didn't take long for him to find her. The grey pegasus was hiding behind a tree a few meters away from the trench. She had her eyes closed and her hooves covered her ears in the hope that it would lessen the loud noise. As he approached her he found that she was also shaking uncontrollable. The chestnut pony softly touched one of her fore-legs but that only made her scream and strike out against him.

He quickly took hold of the hooves that were attacking him while being careful not to hurt her. The grey pegasus continues to struggle against the Doctor believing him to be the monster who caused the horrible sound. The chestnut stallion kept his hold on her fore-legs as he desperately tries to tell her to open her eyes. It took several minutes of continues shouting until her ears finally heal enough to hear him.

When her eyes opened they were at first fill with unbearable fear but when those golden orbs met the gentle blue of the Doctor's the fear slowly ebbed away. The young mare couldn't help but to grabbed onto the stallion and pulled him into an embrace which caught him off guard at first but quickly returned it. They remain in this state for only a few second before he decided to end it. Derpy was reluctance to let go at first but after another comforting embrace she allow the Doctor to pull away.

"Can you hear me!" he shouted as he still had the ringing in his ear.

The grey pegasus nodded.

"Good! I need you to get back to the festival now! You need to warn them!"

Derpy looked from the Doctor to the wide trench where they had once stood. He could see the concern growing on her and after what had just happen he knew it was going to take more than his personal assurance to convince her to leave. An idea suddenly popped into his head, moving his front hooves up towards his neck he began to untie his bowtie. This caught the pegasus's attention and she watched curiously. Once the red bowtie was off the stallion's neck he grabbed one of Derpy's and gently tied it to it.

Derpy looked from the bowtie around her hoof to the Doctor. Her cheeks were a deep red and her eyes had never been so wide before. The Doctor simply smiles at her before pulling her into one last embrace. "I'll come back." he whispered softly into her ear.

Whether she heard him or simply understood the meaning behind him giving her his bowtie the pegasus gave him a little squeeze before breaking the embrace. Taking several steps back Derpy spread out her large feathered wings and disappeared into the leaves above. He stared at where she had disappeared and wondered if this was going to be the last time he'll see her.

He was about to take on an evil mutated creature in a giant robot battle suit completely unarmed and without a plan. He's either the bravest pony in Equestria or he's the dumbest but that didn't matter right now. What matters is slowing Galek down long enough for Derpy to get everypony to safety and with luck long enough for him to come up with a more permanent plan.

* * *

><p>The sudden explosion and disappearance of half of the trees on the nearby hill attracted the attention of a lot of ponies. Soon a large number of the festival's patrons began to gather around the bottom of the trench that stretched across the hill. Many of them wondered what could have coursed such an unbelievable act of destruction. In the fair back of the crowd Carrot Top stood on the very tips of her hooves trying to get a better look.<p>

The olive coloured mare had arrived shortly before the initial explosion looking for Derpy and Skippy. She was surprise to find that they weren't waiting at the park's entrance like they agreed on, even if she was a few minutes late it wasn't like Derpy to just wonder off. It was then that the explosion happened and the side of the wooded hill disappeared like they weren't there in the first place.

Carrot Top turned her head left and right as she looked over the crowd of confuse ponies for her closest friend. She needed to find her, she needed to know that she's safe and get her as far away from this hill as possible. Something bad is about to happen, she didn't know how or what, all she knows is that she needed to find Derpy and get out of here.

The sudden sound of hooves caught her attention. The olive mare turned around hopping to see Derpy but instead saw a very familiar blue unicorn approaching the crowd. "Mister Gates!" Carrot Top called out waving her hooves to get his attention.

"Miss Carrot Top what happened here?" the stallion asked as he move towards the mare.

"I don't know. One moment everything was normal then there was this explosion and now half of the hill is missing" She said as turn back to the demolished slope. A cold chill suddenly ran up her spine as she stared at the long trench that climbed up the hill like a snake, just staring at it reinforces the feeling of impending doom.

"Mister Gates you haven't seen Derpy have you?" she asked hoping that he'll say he has.

Her hopes were immediately dashed when he started to shake his head. "Sorry, I haven't seen Miss Hooves or Mister Skip."

Carrot Top eyes returns to the crowd again searching for the blond headed filly. It was then that a member of the crowd called out and pointed upwards toward the sky. Everypony turn skywards and were greatly surprise by what they saw. There flying towards them at top speed was a grey pegasus. Carrot Top felt her heart soar as she instantly recognises who it was.

Derpy flew closer to the crowd slowly coming to a stop as she hovers above the crowd. Her appearance had changed since the last time Carrot Top saw her. Her mane and coat were no longer cleaned and well gloomed but were now covered in dirt and leaves. The bright red bow she was wearing was no longer by her right ear, in fact it wasn't anywhere that the olive mare could see.

"Umm…hello everypony." Derpy said nervously as she wave slightly to the crowd with a hoof that had a familiar bowtie wrapped around it. "My…my name is Derpy Hooves but you probably already know that. Umm…listen I know this may sound strange but you see there's a giant evil robot coming to destroy us all and I really need you all to go in to town and call for the army."

The crowd looked at the pegasus strangely as they started to mutter about themselves while at the back Carrot Top was staring at her long-time friend with her mouth agape. _What is she doing_?She thought when the ability to think came back to her._ Why is she saying that a robot is going to attack the town? What could have possessed__her to…"_

Then suddenly the face of a chestnut stallion appeared in her mind and her face changed from shock to barely controlled fury. "Skippy" she hissed out like a curse.

The olive mare looked around the edge of the forested hill for any sign of that little lying rodent. She swears that the moment she sees him she's going to beat him to death with his own hooves.

Derpy remained hovering above the crowd. "So if everypony could just move away from the hill and go into the town that will be very helpful."

"What do you mean a robot is going to attack the town?" One of the ponies from the crowd asked.

"Well, like I said there's a robot that's…"

"Did you see it?" another pony asked.

"Umm…not exactly."

"Then how do you know there's a robot?" somepony else shouted.

"Be…because the Doctor told me…"

"Doctor? What Doctor?"

The crowd began to shout more questions to the unprepared pegasus demanding to know who this Doctor was.

"Maybe it was this Doctor who did this?"

"No! He wouldn't do that!" Derpy suddenly shouted with an unusual amount of anger in her voice.

"How would you know?"

"Yeah, for all we know this could be another Changeling attack."

Derpy was about to shout at the crowd again but a familiar voice suddenly interrupted her.

"Derpy!" Carrot Top called out as she pushed through the crowd of increasingly hostile ponies. Iron Gates follow closed behind the olive coloured mare using the path she had created to reach the front of the crowd and hopefully prevent a riot.

The grey pegasus lowered herself just a few feet off the ground as the two ponies reach the front. "Carrot Top! Mister Gates! Thank goodness you're here." She said sounding relieved. "Quickly I need your help to convince everypony to go back into town."

"Derpy, what do you think you're doing?" the olive mare hissed.

"I'm trying to save these ponies from the robot." Derpy said in a matter-of-fact tone of voice.

"The robot that Mister Skip told you about?" Iron Gates said raising an eyebrows sceptically.

"Yes."

"Derpy that's crazy there are no such things as giant evil robots." Carrot Top said. "Now get down here, you're making a scene."

"No! The Doctor told me to get everypony to safety and that's what I'm going to do."

"Forget about Skippy!" the olive mare yelled. "Just because you have some stupid childish crush on him doesn't mean you have to listen to everything he tells you. Can't you see I'm the only one who actually cares about you, who will be there when he leaves you broken hearted. For Celestia sake stop falling for every stallion who takes pity on you!"

A sudden silent fell on the crowd as they stared at the olive mare with shock expansions on their faces. Even Iron Gates was taken aback from the harsh words that came from her mouth. But what really caught Carrot Top, what really made her heart turn cold was the look on Derpy's face.

Her words struck deep, deeper then she had intended and now her friend's face was the perfect representation of hurt and betrayal. It took a few moments for the carrot grower to find her words. "Derpy." she said her voice coming out shaky. "I…I didn't mean-."

She never got to finish her sentence as bolts of light suddenly shot out from the top of the hill. The crowd of ponies quickly scuttled before the first bolts reached them. Carrot Top was deafened by the scrams and yelling of the other ponies as they try to avoid getting hit. The olive mare however remain where she was, her mind was still registering that she was under attack.

Luckily Iron Gates noticed this and manage to tackle her to the ground before one of the bolts hit her. "Stay down!" He shouted as he tries to cover as much of her body as he could.

The bolts kept raining down for another couple of seconds then it stopped leaving behind only smoking holes in the earth. The blue stallion slowly got up as he looks for any signs for another attack. When none seems to be evident he helped Carrot Top up before going off to search for anypony who might have been injured.

Carrot Top looked around the area searching for Derpy. The grey pegasus disappeared after the barrage of light and now she seem to have dropped off the face of the earth. The olive mare began to call out her name as she started to walk, slinging her head from left to right in the hope of finding the smallest hint of grey.

A soft groan from a nearby bush caught the mare's attention, after a quick sprint she started to push as much of the foliage aside as possible. Soon she found a hoof, then a wing, then a grey hoof with a red bowtie tied to it and then finally a head with blonde hair. Her heart began to dance in joy as she pulled the young mare out from the bush.

Then she saw it.

On Derpy's side just underneath right wing was a large burnt mark, it was bright red and the smell of burnt fur and flesh almost made the carrot grower gag. As gently as she could she lifted the wing up a bit more to inspect how damage there was and was shocked to find that it almost completely covered her side. The pegasus whimpered in pain as her wing was lifted up causing her to open her eyes. They instantly locked onto the Carrot Top as she examines her wound.

"Car…Carrot Top." She said her voice barely coming out as a pained whisper. "I…I don't…don't feel so good."

Carrot Top tries to put on a reassuring smile. "It's okay Derpy." she said trying to sound brave and comforting though she felt none of these things. "Everything will be all right."

Derpy manage to perform a weak nod before her eyes slowly closed and her breathing became shorter and shallower. The olive began to panic as she tries to desperately to open her eyes again.

"Derpy?" she stuttered softly rocking the pegasus back and forth. "Derpy wake up."

"DERPY!"

* * *

><p>The Doctor climbed up the forested hill as quickly as his hooves could carry him while also being prepared to duck behind trees at the slightest hint of danger. It had only been a couple of minutes since he and Derpy had split up which mean she should far off by now. <em>Good.<em> He thought as he ducked under a low hanging branch._ I don't what her anywhere near here when I confront Galek._

It wasn't hard to find out where the giant robot was as his mechanical body made a great deal of noise as it moved through the forest crushing everything in its path. This made the Doctor once again realizes that surviving this encounter was morbidly unlikely but even so he has to destruct Galek for as long as possible. Though without his tools or weapons it won't take the mutant long to dispatch him.

"Hey!" a voice randomly called out.

The Doctor almost tripped over when he heard it but manage to righted himself. He looked around at his surroundings only to find trees, brushes and grass. _I must be imagining things. _He thought as he started to run again.

"Hey! Up here Doc!" the voiced called out again.

Looking upwards the Doctor almost took a double take when he saw a large canine like creature hanging from a breach on one of the nearby trees. _A diamond dog? _He thought, beginning to winder of divinedeity he ticked off to deserve this.

The creature jumped down from his perch and landed a few feet away from the Doctor. His fur was a greyish-brown colour and he wore a black jacket and seems to be some sort of watch on his right arm. He gave the Doctor a big toothy smile before moving closer to him. The chestnut pony lowered himself into a fighting stance. He knows the diamond dog's history of kidnapping ponies and forcing them to work in their minds and he has no desire in becoming a slave today. The canine looked confuse for a moment when he noticed the stallion's hostile posture.

"Whoa, there Doc. Let's not do something we're regret." He said lifting his paws up over his head slowly. "I'm a friend."

The Doctor remained in his attack stance obviously not believing the words coming from the dog's mouth though he was surprise that it could speak properly. "How do you know I'm a doctor?" He asked as he quickly scans his surroundings searching for other diamond dogs.

The large canine shrugged his shoulders. "I know a lot of things about you Doctor Whooves. Like how you're planning on facing Galek despite the fact you don't have anyway of fighting him."

The chestnut stallion's eyes widened. "How…How did you…"

"Listen, as much as I love playing twenty questions we really don't have time so here." The diamond dog said tossing a small cylinder device and a belt over to the stun pony's feet. "A present from your guardian angel."

He looked down at the two objects at his hooves and instantly recognises them as his sonic screwdriver and shield belt. Both of which he had left in the TARDIE. The Doctor was about to asked the diamond dog how he found these items only to find that he was no longer there. He looked around, searching for any signs of peculiar canine but it has seem that had simply vanish.

"That was…interesting." The Doctor said aloud.

A part of him wanted to chase after him. There was something…off about that diamond dog and it wasn't the fact that he could speak normally or the fact that he looked bathed. The way he acted, the way he held himself, even the way he looked at him felt familiar. _Like he was sizing me up._ He thought as he stares blankly into the woods.

The sudden sound of wood breaking brought his attention back to the task at hand. After securing the shield belt around waist and grabbing the sonic screwdriver he quickly made his way towards the noise.

* * *

><p>The diamond dog walked through the forest in a slow easy pace. He wore an inquisitive look on his face as his mind runs over his first meeting with the Doctor. Honestly he stills fail to see why this one pony is so important or how he even lured the attention of his employer in the first place. It couldn't be that he's a time traveller, while that might impress some forms of life it wouldn't draw on the interest of a being as powerful as an alicorn. No, something strange is definitely going on here and he's going to find out what.<p>

The device on his arm made gave out several short beeps.

"Yes, I know I wasn't supposed to be seen but I got curious." He said as he ducked under a breach.

Another series of beeps and whistles escape the device.

"I don't care if he gets mad. There's something about that pony and his girlfriend that he's not telling us and you know how much I hate being in the dark. Besides you must be a little curious too?"

The device remained quiet for a moment until it finally made a small beep.

"I thought so." The diamond dog smirked. "Now come on we have to get to the town's centre."

* * *

><p>The Doctor ducked behind a tree when he finally found the giant metal behemoth. He had manage to follow the noise almost to the very top of the gorge that monster had created earlier. The machine was exactly how he remembered it. Large, heavily armoured and no doubtingly carry enough fire power to level Ponyville in a matter of minutes.<p>

_Well, at least I'm not defenceless anymore._ He thought as he tries to come up with a plan.

The shield belt he's wearing should protect him from most of Galek's weapons for a couple of seconds and his sonic screwdriver could fire small bursts of sonic energy if set on the right frequency, But how can he use these things to slow Galek down. He can't go charging over to him firing his screwdriver and hope that he gets a lucky shot. That would end in his immediate death and Galek would be free to attack the town unhindered.

The Doctor thought back to his earlier engagements with the golden giant to see if they could shed anything useful. Unfortunately they didn't help very much as he had won those battles purely by luck. _If only we were in a cave._ He thought thinking about one his lucky victories._ Then I could shoot at the ceiling and cause it to collapse on top of him._

Taking a quick peek the Doctor took another look at the armoured robot in the hope of finding some sort of crack in its defences. It was then that he notices the lack armour underneath its legs. Slowly a plan began to take shape in his mind, it wasn't the safest plan and there was a good chance that he'll get crush by two-hundred metric-tons of evil robot, but it will have to do.

As quietly and quickly as possible the Doctor began to move closer to the metal giant who had now taken its first steps in the long trench it had created. Now that he's out of the tree line there's nothing to slow him down. The machine began to move in a fast pace, so fast in fact that the Doctor was having trouble keeping up. Deciding to forego stealth the chestnut pony broke away from his hiding place and rushed towards the golden monster.

Galloping close behind it the Doctor took the sonic screwdriver into his mouth and aimed it at the exposed joints underneath the armoured legs. It was difficult to aim the screwdriver while running even at this range. _Just focus._ He thought as he concentrated on the shot. _All you need is one shot, one lucky one-in-a-million shot and you'll finish this before it even begins._

All of a sudden Galek stops.

It happened so quickly that the Doctor ran right under the robot before coming to a stop himself. It took a split second for him to realize what had happen and when it did he felt his blood suddenly turn into ice. Slowly he turns to face the golden machine.

It stood before him it's one cold blue eye staring down on him, even though he could not see it he knew that the creature inside was smiling. The two of them stared at each other for what felt like an eternity, both waiting for the other to make the first move.

It was the Doctor who made it. The chestnut coloured pony dashed towards the still standing trees on the trenches left side. He barely got halfway there when a long metal claw arm suddenly snatched him off the ground. The sonic screwdriver fell from his mouth as he let out surprised cry, in a few short seconds he thought he had lost his only weapon, however either by blind luck or by some divine power he manage to catch the device with his hooves. He kept a tight grip on the screwdriver even as he was slammed into a nearby tree and pinned there.

"Did you honestly think that you could have sneaked up on me?" the golden behemoth asked in a mocking tone. "Truly the arrogance of ponies is remarkable."

The Doctor lifted his head up to stare harshly into the blue eye. There came a noise from the machine that sounded like a small gasp. "You." it said, the chestnut pony could hear the venom in the otherwise monotone voice. "I should have known it was you. Tell me have the effects of my mind-eraser worn off or is this simply an act of coincidence."

"Wouldn't you like to know." He said before gasping in pain as the metal claw started to squeeze his chest, slowly forcing the air from his lungs.

"I see you still have that annoying wit of yours. If I had the time I would see if how much pressure your body can take before being crush by my claw, but I'm afraid I have a much more important matter to attend to."

"I…I won't let you…hurt them." the Doctor manage to say despite the iron grip the claw had on him.

"Hurt them?" Galek said before making a noise that sounded like laughter. "Oh, no my old adversary you got it all wrong. I don't want to hurt the ponies below, I want to collect them."

"What?"

"Those ponies down there have the honour of being the first of a new breed, one that I will create in my own image. It will be like Smogville all over again only this time I will spread it to every corner of Equestria and beyond."

The Doctor was confused by the robot's words at first until realization struck. "You're going to turn them into you."

"Smart pony."

"But that's impossible." The chestnut stallion declared. "Dratroleum won't be discovered in another hundred years and it can only be found in the fair South."

"The liquid, yes." Galek said. "But dratroleum comes in more forms then just one."

The stallion stared at the machine in horror. Was it possible that he had found some sort of deposit of dratroleum here, so close to Canterlot? But what did he mean by dratroleum has more forms then one.

"Confuse?" The metal giant asked. "Well, don't be for soon that tiny brain of yours will have nothing to be confuse about."

With a sound of laughter that sent shivers up the Doctor's spine a new metal appendage appeared from the robot's body only instead of a three digit claw it had a spinning blade. The Doctor pushed his head as far away from the blade as possible. "Umm, whatever happen to the 'I not going to kill you until I conquered the world' plan?"

"As much as that plan was entertaining it was also unrealistic. You would have eventually remembered that I was here and would then proceed to try to stop me. Now, while I'm still confident that you would fail in your attempts I cannot however deny how our past engagements ended. You would somehow find a way to foil my plans despite the fact that you are clearly outmatched. As such I've decided that it will be safer to just terminate you."

With that Galek brought the spinning blade slowly towards the Doctor's neck. He wanted to enjoy this as much as possible, to see the defeat in the pony's eyes, to hear him begging for mercy. But it did not come, instead the Doctor's eyes showed confidence and his lips curled into a smile. The same type of smile he puts on before doing something rather clever.

In a single blink of an eye the Doctor brought up the hoof that was holding the sonic screwdriver and took a quick shot at the machine single blue eye. The effects of this action was almost simultaneous, the robot staggered backwards as its eye exploded causing it's mechanical arm to loosen its grip on the stallion. The Doctor took this opportunity to wiggle himself free from the three digit claw just as the spinning blade was brought down on where his neck was mere seconds ago.

Realizing that the blade didn't hit its intended target Galek began to panic. He is now blind and the only pony he considers an actual threat is now free and no doubt using this moment of weakness to do whatever it was he was planning on doing before he caught him. _No not this time._ He thought as he rans his small dark furred claws over the controls._ This time I'll be the one who is triumphant even if I have to destroy this entire hill, you…will… LOSE!_

Suddenly all the panels on the golden machine's body opened up revealing an uncountable number of weapons. The Doctor's eyes widen as he saw them and barely had enough time to jump behind a tree before they opened fire. Lasers, bullets and sonic blasts filled the air as the metal giant tries to hit a target it can't even see.

The top half of the tree the Doctor was using for cover shattered in to millions of pieces as it was struck by a stray laser bolt. He ignored the tiny bits of wood that were raining down on him as his attention was on the berserking robot. It was just a few feet away from him but with all the weapons firing at everything around it, it might as have been miles away. Even with the shield belt it would only be able to take a number of hits until the shield fail and leave him defenceless against the weapons.

_Come on think._ He thought desperately. _How do I get close to him without getting killed?_

As his mind began to race through several different plans the ground next to him exploded showering him in dirt. He yelped as a hard object landed on his head leaving behind a small lump that throbs. He was about to curse the object when he notice that it was a rock. Almost upon seeing it a new plan began to formulate in his mind, it was dangerous and relies heavily on his reflexes but he should be able to pull it off.

Hopefully.

Taking the rock into his hoof the Doctor took careful aim at the golden behemoth who had now stopped firing it's weapons. Taking a deep breath and making a silent pray to the princesses he threw the rock as hard as he could. As soon as the rock left his hoof the Doctor made a dash to the far right. The rock hit the side of the massive robot causing it to spin around at the direction it had come from and renew its attack.

A few stray laser bolts manage to hit the Doctor but thankfully the shield belt kept them from doing any serious harm. The chestnut coloured pony ran around the machine as it continues to lay waste to the trees he had been using for cover moments ago. Ducking underneath the robot he wasted no time in aiming his sonic screwdriver at one of the unprotected joints on its legs. He let loose several shots, each one hitting its target perfectly.

With the final blast from his screwdriver the leg's joints blew apart causing the mechanical behemoth to lose its footing and fell. The Doctor just manages to avoid getting squished by it as it capsized over to its side. As it fell he could have sworn he heard Galek's voice shrieking in rage.

Dirt filled the air for a moment when the machine landed but it quickly dissolved to reveal the robot laying helpless on the ground. The Doctor moved towards the defenceless mechanical giant, being careful to avoid the legs which were now moving frantically in the vain attempt of lifting its body up. He stopped in front of the broken eye with a smug grin on his face. "Still feeling confident Galek?"

A mechanical groan came from the fallen robot. "You think you've won equine, you think this is over!"

"Well, I did just break your favourite toy." The chestnut coloured pony said giving the robot a slight tap.

"This is nothing more than a small set back." Galek declared. "You merely prolonged the inevitable. I will rise again, like a phoenix from the ashes and then nopony will be safe. Not even you."

"That sounds very scary Galek but from where I'm standing it doesn't even look like you can get out of your battle armour so forgive me if I'm not shaking in fear." The Doctor said before turning around to leave.

"You should kill me while you have the chance." Galek called out making the stallion stopped for a second.

The Doctor turned his head back to the broken eye. "Sorry, I don't kill defenceless animals." He said before continuing down the hill.

* * *

><p>"Fool." Galek hissed to himself.<p>

The dark furred creature rested against his seat silently cursing the chestnut coloured stallion and his trickery. He was right though, his battle armour is now ruin and he is unable to get out but he still has one move to play. Reaching out with his small dark claws Galek pushes a simple button on the far side of the control panel. The blank screen in front of him came back to life with the words **Battle Armour MK 5 Remote Control Activated** appearing on it.

An evil smile grew on Galek's furry face as he stares at the words. The stallion was foolish for not destroying him while he had the chance cause now he had seal both the town's fate and his own.

* * *

><p>SHIT JUST GOT REAL!<p>

Umm...for the second time o.0


	8. The Hero's Welcome

Here is the eighth Chapter. I hope you guys like it.

P.S. this Chapter has a lot of OC's in it and an alicorn which I understand some people don't really like, so heads up.

P.S.S. I'm thinking of getting a Beta Reader does anyone know someone good.

P.S.S.S. Also how does that work? Do I send the story through the email system?

* * *

><p><strong>The Hero's Welcome<strong>

Doctor Whooves trotted down the hill in a leisurely pace with a slight smile on his face. He had just took on Galek with just his sonic screwdriver and the shield belt and not only survive but manage to take him out of commission. He will have to deal with him in the future, though he has no idea how he's going to get the little mutant out of the battle armour.

As the Doctor got closer to the bottom of the hill his gleeful grin slowly began to sag at the sides. There were no ponies to be found at the hill's base or the nearby festival grounds. That didn't bother him at first as he thought Derpy somehow manage to convince everypony to return to the town but then he saw the large smoking holes in the ground.

At that moment the chestnut coloured stallion broke into a full on gallop into the centre of the scene. He swung his head back and forth looking for anypony that might've been hurt though in truth he was actually looking for one specifically.

_How did this happen?_ He thought before remembering the fight he had with Galek a few short minutes ago. Was it possible that when Galek's armour was going berserk that some of his lasers manage to reach this far. The thought made him shiver slightly as he pictured the expected ponies being set upon by the bolts of lights.

He once again search for any injured ponies but found none. A small part of him likes to think that perhaps Derpy manage to convince them all to leave before this happened but this seems unlikely as there was obvious signs that a large crowd had been here a short time ago. The Doctor bit his lower lip as he wondered if anypony got hurt, the thought of someone getting hurt because of his failure again left a sickening feeling in his stomach.

It was then that he heard the galloping of hooves coming towards him. Turning around he was pleased to see the familiar form of Iron Gates approaching him. He could now ask if anypony got hurt and perhaps be reunited with Derpy. The thought of seeing the grey pegasus again put some of his worries to rest.

The light blue unicorn came to a stop a few feet away from the Doctor which made him a bit confused. His confusion roused when he dropped into a combat stance and glared at the chestnut stallion. "Doctor Skippy!" he said his voice sounding strict and uncompromising. "By the power invested in me by the princess of the sun I hereby place you under arrest."

The Doctor stares at the unicorn for a moment, dumbstruck by both Gate's hostile greeting and by being told he was under arrest. "What?" He says taking a step towards the guard. "Mr Gates what do you mean…"

He was unable to finish his sentence as he was suddenly knocked backwards by some invisible force. For a moment the chestnut coloured stallion laid on the ground once again dumbstruck by these turns of events. _Did he just use an offensive spell on me?_

The only time a pony from the Arcane guards would use offensive spells was when they were dealing with an dangerous criminal. But what could he have done to make this vacationing guard think he was a threat. His thoughts were interrupted when a light blue hoof pressed heavily against his chest. The Doctor focused on the unicorn on top of him despite his vision being slightly obscured by a sword created from magical energies floating dangerous close to his neck.

"Don't move." Gates hissed.

When it was clear the Doctor wasn't going to resist Iron Gates lifted the sword away from the stallion's throat and placed it closer to his face. The Doctor looked at the sword with apprehension, he had always hated magic as it was perhaps the only thing he could never truly understand despite the hours he spent trying. That being said he still wondered how much damage the ethereal blade could actually do. Could it even harm him or is it an illusion that Arcane guards use to make criminals believe that resisting wouldn't be in their best interest.

Before he could think further on the subject the sword suddenly burst into a fine ponder like substance that covered his face. He began to feel dizzy as he breath in the ponder, the world started to spin and colours and sound began to mix into one another. Soon his eyes started to grow heavy and despite fighting against them they were slowly winning the battle. The last thoughts he had before slipping into the darkness was of Derpy smiling.

* * *

><p>The town hall building had become quite busy since the sudden attack on the festival. Ponies were running from one office to the next carrying the latest reports, Several members of the local militia stood guard at key sections of the building and the mayor was outside trying to calm down the large crowd that had gathered around the building. With all of this going on nopony notice a cream coloured pony wearing a black jacket entering the building's attic.<p>

"That was easy." The pony said as he softly closed the door and made his way up the stairs. The attic was like any other of its kind, full of junk and was rarely visited by the ponies below. This is evident by the thick layer of dust that hangs over everything in the small room.

The pony ignored this and made his way to the only window that was in the dusty room. Opening the window as far as he could the pony took a quick moment to admire the view of the town. Despite the turmoil below the town itself still held onto its quiet visage, as if it didn't much cared about the things that were transpiring around it. _I really should remember to come back here someday._ He thought.

A small beep from his right hoof brought him out of his trance which he was grateful for. Now wasn't the time to daydream, Whooves had likely defeated Galek by now or died trying, but seeing how he hasn't receive any angry massages from his employer he'll presume the chestnut pony won. That means he now has to prepare the strange device the alicorn had gave him shortly before sending him to this place.

Reaching into his jacket the cream coloured pony pulled out a small golden sphere covered in unusual symbols. He inspected it for a moment, hoping that by some miracle he'll finally understand what the symbols mean or what this device was actually supposed to do.

When neither of these things happens he placed the sphere on the windowsill and started to speak the words his employer taught him to activate it.

He barely got halfway through when the device on his arm started to make several loud and annoying noises. The sudden racket course the pony to nearly jump out of his skin but he quickly recovered and turned his attention to the machine.

"What? What is it?" he shouted, clearly annoyed by the device's interruption.

The device made a series of loud almost panicky noses that almost made the pony cover his ears.

"Hey! Slow down I can barely understand you."

The device made the same noses again only this time slower and more clearly. The pony eyes widen by what the machine said before hissing out a curse. "When did this happen."

The machine beeped several times before ending in a high pitch squeal.

"Where is she now?"

Another series of beeps.

"At the hospital. Well, that's good. They should be able to stabilize her with the current technology. What about Whooves? Where's he?"

There was a short moment of silence before a number of clicking sounds answers his question.

"Jail? What do you mean he's in jail?" the pony practically yelled. None of this was supposed to happen his job was to make sure nothing happens to Whooves which was going great until the alicorn decided to throw the pegasus into the mix. Now, he has a time traveller chain up in some dungeon somewhere and a pegasus in a hospital who could be dying for all he's knows. He has to salvage this and fast, but how.

A plan began to form his head, he'll admit it isn't the best plan he ever had but it should work. However, it does mean he'll have to actually interfere with events directly which could also add a few problems down the road, especially if he were to get caught. He's going to have to be very careful with how he handles this.

Grabbing the sphere and putting it in his jacket's inside pocket the pony told the device on his right forehoof to teleport him as close to Whooves as possible. Just as he disappears in a flash of light he wondered what else could possibly go wrong today.

* * *

><p>The first thing the Doctor heard as he slowly regains consciousness was voices, angry voices.<p>

"…we are not doing that." one of the voices said, it sounded vaguely familiar.

"And why in the bloody-hay not!" said the other voice which sounded older and rougher then the last one. "I don't know how you guard ponies do it things in the big city but around here we aren't afraid to get our hooves dirty if it means getting the job done."

"But what you're talking about is practically torture besides we don't even know if he actually had anything to do with it."

"Of course he had something to do with it! I have several witnesses who claim to have seen him entering the forest before the attack."

"That still doesn't prove anything."

"Then why did you use magic to knock him out?"

The voices suddenly went silent for a moment. By this time the Doctor was fully awake if a bit woozy, he kept his eyes closed and remain perfectly still on what he could only perceive as a poorly made bed with an equally poorly made mattress. He waited to hear what the pony, who he is now certain to be Iron Gates, has to say.

"I…I don't know." He said his voice sounding less confident than it did before.

The other pony made a sneering sound. "Face it Corporal, you think he's guilty too."

"Maybe, but that doesn't change the fact that of right now Ponyville is under martial law and seeing how I'm the only member of the royal guard here that makes me in charge. So if you don't mind sheriff I'm going to question the prisoner alone when he wakes up."

There was another moment of silence in which the two ponies were no doubt glaring each other off, waiting to see who would back down. The silence went on for over a minute until sharp sneer ended it. "Fine." The older voice hissed. "You want to play nursemaid to a terrorist go right ahead. Just don't come crying to me if you're 'questioning' doesn't lead anywhere"

With that the sounds of echoing of hooves filled the room before ending with the banging of a door be closed. No sooner had the door closed did the Doctor opens his eyes and finally saw where he was. As he had suspected from the conversation and the badly made bed he had be laying a prison cell. The cell was like any other, small, cold and with thick metal bars close enough together to keep prisoners from sliding their bodies free, but there was still enough room for hooves to move between the gaps.

Outside of the cell was a room that only had a desk and a large notice board full with notices, wanted posters and a picture of Sapphire Shores. His attention moved away from these things and focus on the blue unicorn leaning heavily against the desk. "I wish Nightshade was here." He mumbles under his breath not noticing the rising stallion in the cell beside him. "She was always better at dealing with the local sheriffs then me."

"I think you did very well, standing up to that pony the way you did." The Doctor said causing the unicorn to nearly jump out of his skin.

"Skip! How long have you've been awake?" the unicorn asked after he manages to regain some of his composure.

"Not that long." The chestnut coloured pony said as he walked towards the cell's bars. "I've only woke up when you and that other pony were arguing about torturing me."

"So, you heard that."

"Yeah, I did."

An awkward silence fell between the two ponies, Iron Gates in particular looked trouble by something and was actively avoiding to meet the Doctor's eyes. The Doctor recognize it as guilt, though whether he was feeling guilty for knocking him out or for him overhearing the discussion between him and the other pony he didn't quite know, and frankly he didn't really care. There was only one thing the chestnut coloured pony wanted to know.

"What happened Gates? Where's Derpy? Is she alright?" He asked as he tries to keep his voice as calm as possible despite the feeling of dread pooling in his stomach.

The blue unicorn remained quiet but was no longer avoiding the Doctor's eyes, he stares at the chestnut pony as if he was trying to decide whether or not to answer his questions. Technically he could refuse to tell the earth pony what had happen to the pegasus but that didn't feel right. He could clearly see the deep concern on his face and despite his better judgement he found himself retelling the events of the last two hours.

He told him about how a crowd had gathered around the newly formed trench and how Derpy appeared shortly after talking about giant robots. The Doctor listened intently as he continues, griping the bars tightly with his hooves as the story comes closer to its climatic end.

"…Suddenly these bolts of light came out of nowhere and everypony started to scream and run." Iron Gates said before coming to abrupt stop in his story. The pause lasted for a long moment as the unicorn began to relive those events and wondered if there could been more he could have done to prevent some many ponies from getting hurt. He was only brought back to the present when he heard the quiet, shaky voice.

"What…what happen to Derpy?" the Doctor asked now visibly shaking.

Gates swallowed a lump in his throat that he didn't even realize was there before continuing. "Miss Hooves was one of the first ponies that got hit by the bolts."

The look on the Doctor's face was one of pure devastation, deep down he had knew something had happen, something terribly, but still he wasn't prepared for the truth. Multiple feelings surge through him like an opening of a dam, pain, disbelief , anger, regret and guilt washed over him turning his body numb. Fighting back tears that so desperately wanted to get out he whispered. "Is she…is she…"

"No, she's alive." Gates interrupted. "But she's in a coma and the Doctor's at the hospital don't know when she'll wake up."

A deep sigh came from the stallion behind the bars, a small amount of relief spread through him but it wasn't enough to make the previous feelings disappear. The truth of the matter was that this was his fault, if he hadn't asked Derpy to warn the ponies at the festival about Galek she would be alright. Because of him she got hurt and is now laying in a hospital bed with who knows how many tubes stinking out her. _It should have been me._ He thought. _I was one who fought Galek head to head, I should be the one in hospital not her. _

"Can I see her?" he suddenly asked his voice still slightly shaky.

Gates shook his head. "No sorry, I'm afraid that after the attack Ponyville has been place under martial law and you're our prime suspect in our investigation as to who initiated it."

"I see." The Doctor said. "Well, that would explain why you used a sleeping spell on me."

"I was just being cautious."

"Do you think I did it?"

"No, but I think you do know something about it."

The room fell deafly silent as the two ponies stares at each other, an unseen battle of will taking place as their eyes lock on to each other. The Doctor could not win this battle and he knew it, his resolve has been chipped away by the events of the last couple of minutes, he just didn't have it in him to fight anymore.

"I can't help you." he said, suddenly breaking the silent.

"If you're scared about something we can protect you." Gates said, he no doubt meant every word but that didn't stop the Doctor from shaking his head. "No, I don't think you can."

"Skip, I don't think you understand the position you're in…"

"Oh, no I think I understand my position very well." The chestnut pony interjects, his voice sounding more agitated with each word. "The truth is I don't really care."

"I'm trying to help you."

"I don't want your help!" the Doctor suddenly shouted, the anger and guilt of what happened to Derpy now overwhelming him. "Don't you get that I don't want anyponies help. Everyone who had tried to help me in the past either ended up getting hurt or worse and I'm sick of it. I'm sick of constantly dragging innocent ponies into danger, I'm sick of being taken from one place to another just to start the cycle all over again!"

Tears started to fall down his face and his legs had now grown unstable as he continues shouting. "You want to know the truth Iron Gates. The truth is my name isn't Skippy it's Time Turner, Time Turner Whooves. I'm born several centuries in the future where I built a time machine and have been stuck traveling from one time period to the next fighting against things that you couldn't possibly imagine!"

The Doctor's breathing was heavily now after the emotional storm that surge through him. He was angry, so angry at everyone and everything but most importantly he was angry at fate. As a foal he was taught that the alicorns protected and guided the ponies of this world, but now looking back he wonders if his life had been nothing but a sick twisted joke to them. _But why did they have to drag her into this._

Gates stood in front of the cell, watching as Skippy or 'Time Turner' slowly slid down to the floor whimpering like a child. He had been surprise by the chestnut pony's outburst and even more surprise by his strange confession if it could even be call that. The blue unicorn gave a heavy sigh, either Skippy had just suffered a mental breakdown or he's completely nuts, either way he wasn't going to get anything else out of him.

He made his way towards the door but then stopped just as he opened it with his magic. "If I hear anything about Misses Hooves's condition." He said without turning around. "I promise I will tell you."

With that he closed the door and left a broken doctor alone.

* * *

><p><em>Derpy sat in a large beautiful garden full of flowers and trees, a large pond sat in the very centre with water so clear that she could see the bottom. The grey pegasus wondered how she had gotten to such a beautiful place, the last thing she remembered was being with Carrot Top. They were talking about something, something to do with the Doctor.<em>

"_The Doctor!" she suddenly grasp as she remembers the task he had given her. She had to get everypony back into town before the giant robot attacks. But there weren't anypony near her and she was pretty sure Ponyville didn't have a garden like this._

_Then where is she?_

_The sound of hooves approaching caught her attention, believing that whoever was approaching could answer her questions and perhaps help her get back to Ponyville Derpy whirl around to meet this stranger. What stood before her made her jaw dropped and her eyes widen to the point where they threated to fall out. Standing before her, no less than five feet from her was a mighty alicorn._

_The large alicorn was an emerald-green colour with a flowing mane of a much darker shade of green. Flowers seems to blossoms in the green hair that reminded Derpy heavily of the forests that grows throughout Equestria. Wings that were no doubt larger and more powerful than hers were tucked by her sides and a horn that was so sharp it looked as if it could cut through stone. _

_The alicorn looked at her, or at least Derpy thinks she's looking at her it's hard to tell with her eyes being close like she was asleep, and a small smile grew on the large pony's face. "Well, hello there little one." She said her voice soft and gentle like a warm summer breeze. _

"_May I ask what you are doing here in my garden?" _

_Derpy continues to stare at the glorious being before her, she had seen alicorns before like princess Celestria and Luna but that had been on special occasions and she was only allow to get a few meters close to them. This however was something completely different, this alicorn stood just a few feet from her and there weren't any guards around to tell her to back away. It's just her and this alicorn, alone, in this beautiful garden, all by herself with no one around to stop her from making a complete fool of herself._

"_Are you alright child?" the alicorn asked breaking Derpy's panic thoughts. "Are you unable to speak?" _

_Through some divine miracle the small pegasus manage to regain her voice albeit with a bit of difficulty. "N…no Princess I…I can speak." She said blushing slightly from the way her voice was cracking._

"_Please there's no need to be formal" The alicorn said as she sat down on the grass. "We are all equals here in the Dreaming. Address me as Terra." _

"_Oh, umm…okay miss…Miss Terra. My…my name is Derpy" _

_The alicorn giggled at the nervous pegasus, finding the light crimson display on her cheeks adorable. "Well is very nice to meet you Derpy, though if you don't mind me asking again but how did you get here?" _

"_I…I don't know." Derpy said looking down at her hooves as she tries to remember what had happen. "The last thing I remember was talking to my friend about…about something." _

_Why couldn't she remember what she and Carrot Top were talking about? It wasn't like the memory wasn't there, she could clearly see her long-time friend in her mind but everything else is hazy. When she tries to push the haze aside her mind starts to throb making it all that much harder to concentrate. _

_This was not lost on the alicorn as she could clearly see the effort on the pegasus's face despite her eyes being closed. "Well, it doesn't really matter." She said getting back up on her hooves. "You're here now so we might as well enjoy each other's company. I was about to have tea would you like to join me?"_

_Derpy nodded and followed Terra deeper into the garden. She wasn't hungry but she didn't really want to be alone and this alicorn seems really friendly. She wonders if the princesses were this nice and if Terra was related to them in some way._

_This line of thought was suddenly push aside when she noticed the land around them begin to change. She watched as hills raised and fall, as flowers grew into enormous sizes and as the sky changed colour. It was unbelievable, so unbelievable that Derpy began to doubt her eyes. _

"_It's amazing isn't it?" Terra's voice suddenly spoke causing the pegasus to remember her alicorn companion. "It doesn't matter how many times I enter this place I still get amaze by it too."_

"_Where are we exactly?" Derpy asked as her eyes moved from one amazing thing to the next._

"_We are in the Dreaming."_

"_The Dreaming?" the grey pegasus repeated as she stares questioning at the alicorn. _

"_The Dreaming is the place where we all go when we sleep. It is a realm that is always changing to the minds of those who visits it as you can clearly see, though there are a few places that remains the same. My garden for instance, it has always remained untouched by the minds of others." _

"_Wait, hold on a moment." Derpy suddenly said as she came to a stop. "Are you saying that I'm asleep?" _

_Terra turned to face the grey pegasus and nodded. "I do believe that is how one enters the Dreaming."_

"_But…but I don't remember going to sleep. I don't even think I was near a bed." Unfortunately she didn't really know that for sure as she's still having trouble with remembering how she got here. But why would she go to sleep in the first place, did she at least convince the ponies at the festival to leave and what about the Doctor was he all right? The more she thought about this the more concern she grew. "Is there a way to leave the Dreaming?" she asked. _

"_The only way to is by waking up." Terra answered. "And I'm afraid that only the body can do that." _

"_So I'm stuck here?"_

"_For the moment, yes." _

"_But I can't be!" Derpy exclaimed her voice suddenly full of worry. "I have to get back, I have to help the Doctor."_

"_I'm sorry dear but there is very little I can do. The only thing you can do right now is wait until your body wakes."_

"_But…But the Doctor, he needs me…" _

_The grey pegasus suddenly became quiet as she stares at her hooves, her face becoming the perfect embodiment of sadness. She can't just wait, she needs to wake up and find the Doctor, maybe if she pulls one of her feathers out she'll wake up. Without hesitation she reared her head around, grabbed one of the feathers from her wings and yanked it out. She let out a loud, deafening scream when the feather became free. Tears blurred her vision but she can see that she was still stuck in this dream world. _

_Terra was surprise by the mare's actions and also by how loud she was when she screamed. "Why did you just pulled out one of your feathers?" _

"_I thought it would wake me up."_

_The emerald coloured alicorn stared at the pegasus for a moment as she ponders on her strange action. She found it curious that this mare wanted to leave the Dreaming so quickly, most creatures who enter this realm wanted to stay and live their dreams forever. Perhaps it had something to do with this Doctor she keeps mentioning, but then who is this Doctor and why does she want to see him so badly. Terra made a mental note to ask about this Doctor later. _

"_Don't worry dear." She said using her gentlest voice. "I promise that you will wake up when the time is right, but until then can you please not pull out anymore feathers. I don't think my ears will be able to withstand another one of your screams."_

_Derpy felt her cheeks began to grow red. "I…I'm sorry. I didn't know I would be so loud."_

_Terra couldn't help giggling at the blushing grey pegasus. "Is alright dear." She said as she turn back around and started moving again. "Now, I do believe I owe you some tea." _

_With that the alicorn and the Derpy return to walking through this amazingly strange world, not noticing the large pony shape following them. _

* * *

><p><em>These ponies are really stupid.<em> The cream coloured pony thought as he walked through the doors of the militia headquarters wearing the same rusty brown armour as the other militia-ponies. He had been worry that one of the guards outside would see through his disguise or that they would ask for a code word, but all they did was stand on other side of the door discussing about last night's hoof-ball match. They didn't even glance at him when he walked past them, they kept going on about whether or not some tackle was legal.

_If these are the ponies who are supposed to protect this town ancestors help them._ He thought as he tries to look as inconspicuous as possible. It was amazingly easy as most of the other militia-ponies payed little to no attention to him, however it was still hard to move around without accidently bumping into another pony. The main room of the headquarters while perhaps the largest room in the building was still too small for ponies to properly move with getting in somepony's else's way. There were a number of times when the pale pony had to stop and let the pony coming towards him pass before continuing.

After fifteen minutes of this he finally made it to the far end of the room. Two doors lined the back along with a flight of stairs which went up to the buildings second floor and down into what he guessed is the basement. _Well, if I was going to lock up criminals I would put them underground where they would have a hard time escaping. _He thought as he walked down the stairs. When he reached the bottom of the stairs he found that his presumption was correct.

The stairs came out into a short hallway with three doors on each side, each doors had the words "**Cell block**" then a letter next to it. The pale pony smiled slightly as he made his way to the closest door. _Too easy._

"Hey you." a vice suddenly called out stopping the cream coloured pony as he reach for the door's handle. "What do you think you're doing here?"

Turning around to face the owner of the voice, the pale pony was surprise to find a small, scrawny looking stallion glaring at him. The pale pony was surprise that he didn't notice him before standing there before. He wore the same brown armour like himself however while his fits perfectly on his body this pony's looked as if it was two sizes too big. In fact the more he looked at the stallion the hardier it got to keep from laughing at how comical he looked.

However the pale pony manage to speak without smiling at the strange little pony before him. "I…I was sent to give the prisoners food…umm, sir."

"But you don't have any food." The scrawny guard pointed out.

"Oh, yeah you're right." The pale pony said feigning surprise. "I guess I must have left them in the kitchen. Man, I'm such a scatter brain. Well, I better go get it before the prisoners die of starvation."

"Hold on there." The stallion ordered as he blocked the pony's path. "Who are you, what's your name?"

"My name is…is…Concussion."

"Concuss…" the small stallion never got to finish his sentence as his head was suddenly slammed into the nearby wall. With a loud _thump _he fell onto the floor completely unconscious, the pale pony tapped him a few time just to make sure. "Sweet dreams big boy." He whispered before pulling the body to the closest door.

Peeking through the door he was glad to find that the room was empty with the exception of a desk, a notice board and three cells lining the opposite wall. Dragging the unconscious Stallion's body into the room and hid it behind the desk. Satisfied that he hid him in a good enough place for the time being the cream coloured stallion made his way to the door. It was at that moment that he notices the familiar brown lump laying in one of the cell's uncomfortable looking bed. The stallion came to a stopped as he continues to examine the pony. _It couldn't be. _He thought as he approached the cell. _I'm not that lucky._

"Doctor Whooves?"

Almost immediately the pony's head shot up and stared at the cream coloured militia pony. He was a mass, his eyes were blood shot and red, his cheeks were wet from tears. There was confusion on the chestnut stallion's face at first but then something inside his head click and his expression change to one of disbelief

"Your voice. It sounds like…but that's…that's not possible." He mutters as he rose from the bed.

_If I had a penny for every time I heard that._ The pale pony thought as he took a look at the cell's door. "Yeah, I get that a lot now stand back."

The Doctor did as he was told taking several steps back, he watch silently as the other stallion peered at the lock on the door. The lock was actually pretty impressive, design to resist lock picking, strong enough to withstand anything short of a battering-ram and it was made from some type of metal that repels magic. In short, the cell was practically impenetrable by all conventional means. _I'll just have to be unconventional then._ He thought with a smug grin.

Raising his right hoof the stallion closed his eyes and imagined it changing into something that was a bit more useful. Focusing on the image in his mind he felt the appendage begin to tingle, it was a feeling he had hated at first but had come to tolerate after some many years. Soon he felt it as it grew longer and expand slightly, the straps that were holding the pieces of armour on his leg started to break causing the armour to fall on to the stone floor. The next part of the transformation was particularly uncomfortable as the flat end of the hooves spilt into five new flexible and extremely sharp claws.

Once the transformation was complete the pale pony opens his eyes and looked at his new limb. It was almost as long as his body and had violet scales instead of fur. The claws at the end looked more like sharp knives that had be attached to his hand then anything that was supposed to be use in daily life. How dragons manage to use them without destroying everything they touched was beyond him.

Turning his attention back onto the cell the cream coloured pony swiftly lifted his clawed hand over his head and brought down on the bars. A smile grew on his face as his claw cut through the metal bars like butter.

The bars fell on the floor making a loud clattering sound as they made contact. The Doctor watched as the pony as he did this several more times, all the while his mind racing to find a logical explanation as to what is happening before him. He then noticed the small cylinder device on his rescuers wrist which looked exactly identical to the one that diamond dog wore.

The pale pony cut off the last bar forming a large circle for the Doctor to jump through. He took a moment to take pride in his work before charging his arm back into a hoof. "Well, Doc it looks like you owe me on…"

Before the stallion could finish his sentence the Doctor suddenly ran from the back of the cell and tackles him. The two ponies rolled over to the nearby desk with the chestnut coloured stallion in top. He had his hooves pressed against his rescuer's neck threatening to choke him. The pale pony stared up at the Doctor's face surprised at finding an angry, almost murderous look in his eyes.

"I want answers." He whispered. "And I want them now!"

* * *

><p>There's nothing more frightening then a pissed off Doctor…except maybe a pissed off Fluttershy.<p>

Anyway leave reviews because with each review you give me a pegasus get their wings.

Also how do you feel about OC's? Are you okay with them in stories or do you hate them? I'm actually Okay with them being in stories especially if their well written.


	9. The Necessary Act (unedited)

The following is an unedited chapter that I'm releasing earliy as an eaily christmas pleasent to everyone who have be supportive of me and this story.

Merry christmas everyone

**The Necessary Act**

"_Are you enjoying your meal Derpy?" Terra asked as she took a small sip of her tea. _

_The grey pegasus nodded enthusiastically as she took a large bite out of her sixth muffin. "Oh, yeah Miss Terra." She said spitting out tiny bits of crumbs. "These are some of the best muffins I've ever had."_

_The alicorn smiled, it's been a long time since she had friendly company, especially from one who doesn't insist on being formal. True, there had been a few times when Derpy might accidently call her by a title but she quickly apologizes afterward, often blushing a little out of embarrassment. _

_The two mares sat underneath a pale white gazebo with golden trim, it sat in the middle of an ocean that constantly changed into different shades of blue. Beneath the water one can clearly see a varied array of fish and other sea creatures, some of them don't even exist in the real world. The table that the mares are sitting at has a wide variety of food ranging from the muffins that Derpy was devouring, to the large carrot cake that sat in the table's centre. _

_Terra took another sip from her cup before gently placing it back on the saucer in front of her. "Have you remembered anything yet, dear?" She asked._

"_Umm, no everything is still hazy." Derpy replied as she finishes her muffin._

"_Hmm, I see. Well, I'm sure everything will become clear in time. While we're waiting, why don't you tell me about this doctor you mentioned before?"_

_The pegasus looked at the alicorn curiously. "Why do you want to know about the Doctor?" _

"_Oh, I'm just curious." Terra said. "You mentioned him several times before when we first met and you seemed so eager to return to him. I was wondering if perhaps he's your lover." _

"_My… my lover..." Derpy repeated as her cheeks once again changed into a crimson colour, though this time it seems brighter than before. "No, no, no, no he's not my lover he's… he's just a very good friend is all."_

"_Is that so?" Terra asked gazing down at the blushing pegasus behind closed eyes. "Well, he must be a very good friend for you to want to return to him so badly."_

"_He is. I mean we've only known each other for a short time but I already feel like I could share anything with him, that I could be myself with him and not worry that he might think I'm weird or something." _

"_Sounds like you truly trust this stallion." _

"_I… I guess I do."_

_Derpy becomes silent for a moment, staring down on the cup full of tea before her. The emerald coloured alicorn could see that she was obviously thinking on the matter and so refrained from speaking. Allowing the mare to ponder on the matter at hoof, she reached out with magic and took another sip of her tea. _

_It was then that she felt another presence, at first she had thought it was another mortal drifting through the dream realm but soon realized her mistake. This being was trying very hard not to be detected, a feat that no sleeping mortal could pull off, even if they were powerful in the magical arts. Reaching out, Terra tracked this presence through the constant shifting land until finally she had found its source. _

_She was momentarily surprised by who it was that was hiding from her, but recovered quickly enough that it wouldn't be noticed. However, he must have sensed her anyway as he dropped his attempt of hiding and allowed his full presence to be felt. _

_Using her magic Terra sent a simple message to the intruder. 'What are you doing here?' _

_The reply was almost immediate. 'We must speak.'_

'_I can't, I have company.'_

'_It's important.'_

_She rolled her eyes beneath the lids, she thought about simply ignoring the intruder. He was in her realm after all. He had no authority here and is in fact breaking ancient laws by coming here uninvited. That being said, he wouldn't be breaking them unless he had a good reason to. _

_Terra inwardly sighs. 'I'll be there in a moment.'_

_Turning to the pegasus who was still staring at her tea, the alicorn told her that she needed to leave for a moment. "Is everything alright?" Derpy asked. _

"_Oh, everything is fine dear." Terra assured her. "I just need to do my rounds is all, make sure no ponies are having any bad dreams. I'll be back soon, but until then, feel free to help yourself to the food." _

_With that she unfurled her wings and took off flying over the clear waters of the ocean below. It didn't take long for her to reach the shore line, but then again distance and time aren't much of a factor here in the Dreaming. What should have been miles away in reality could only be a few short steps in this ever changing world. She continues onward, passing the beach and heading further inland passing over forests, plains, deserts, and mountains until she at last came upon her destination. _

_Landing gracefully in the centre of a thick mess of green, she found it curious that he would choose this place to meet but pushed that to the back of her mind as she followed the purely made path. Much like her garden this place was also free from manipulation from the minds of mortals. However, unlike her garden, which was beautiful and spectacular, this place was ugly and ghastly. If that wasn't enough, this place also has a strange atmosphere about it. She couldn't place it exactly but she couldn't help but feel as if there was a dark and tragic past here._

_Shortly after walking down the path, Terra comes across ruins of what might have been once a small palace. Its walls were dotted with holes and its towers had long since fallen apart, however this was not caused by time. The deeper she moved through the ruins she sees signs of battle everywhere. Scorched earth, shattered glass, and broken furniture were all evidence to this. _

_She felt a shiver run down her spine as she thought about the intense battle that had taken place here eons ago. Terra had not always been the Dreaming's caretaker, as that title once belonged to another. It belonged to an alicorn who was once one of the Six, the first alicorns to travel to and tame the waking world. Tragically, something happened that caused her to turn on her brothers and sisters, becoming a monster that still haunts the world to this day. Thankfully though, she doesn't pose any immediate threat as her spirit is locked away in a helmet. Despite this knowledge, Terra still looks over her shoulder whenever she gets the feeling that somepony is watching her._

_Soon the green alicorn came to the centre of the ruins which had clearly been a garden at some point, but had now become a wild mess of foliage. The stones that made the path were cracked and green moss grew over them like an infection spreading throughout the body of its victim. At the very centre of the overgrown garden sat a statue of an alicorn wearing a simple dress. It was the only thing that was spared from moss and vines; however, a part of its face was missing, as if smashed by something or someone. _

_Terra made her way over to the statue, looking at it with a mix of wonder and curiosity. She had always been curious about her predecessor and why she had done what she did. What could have driven an alicorn to turn against everypony who loved her?_

_She stopped at the base of the statue finding that there are words written in the ancient language that only alicorns can truly understand. "The Dreamer." She read out loud. "Lady of the Dreaming and the fourth born." _

"_And the first to betray." A familiar voice said from behind her. _

_Turning around, Terra was met by the owner of the voice. "Hello Paradox. It's been a long time." _

_The alicorn standing a few feet away from her wore a simple white cloak with its hood hiding most of his face. Bronze fur could be seen from the parts that the cloak did not cover up and two shining golden dots marked where his eyes were under the hood. Despite this plain appearance, one could still feel the power that radiated from this pony. _

"_We must speak about this mare you have taken under your care." He said skipping the pleasantries as always._

"_You mean Derpy, what about her?" Terra queried. _

"_She must return to the real world." _

"_Oh? And why is that?" _

"_It's important." _

_The two alicorns stood there staring at one another, silently waging a war of wills. Paradox had the upper hand, as he was, after all, the lord of time which made him one of the most powerful alicorns alive. Even though her eyes were closed, Terra could still clearly see the imposing presence he made. Despite this, she stood her ground, never faltering under the intense gaze he cast upon her._

_This lasted for some time until finally she grew frustrated with the lack of progress. "Listen Paradox, I know that being one of the Six must make you feel very important and all but that doesn't mean that you can just barge into this realm without my permission, nor does it allow you to make demands of me. Now explain yourself, why is it so important for Derpy to return to the real world?" _

"_It merely is." The cloaked alicorn said simply as if it was a fact. _

"_That's not good enough."_

"_It will have to do." _

_Once again the two fell silent for a moment. _

"_Fine." Terra hissed through gritted teeth. "If you're going to be all cryptic about this then I'll just leave." _

_The emerald coloured mare walked past Paradox with an angry scowl on her face. She doesn't have time or the patient for the older stallion's games. She has a guest to take care of after all. Even though she was curious about his interest in Derpy's return to the waking world, she knew she would be wasting her time trying to glean the information out of him. Paradox was not a pony who enjoys sharing his secrets, even with those he considers close friends. _

_She was just about to enter the palace when his voice suddenly called out. "Wait!" _

_She stopped just by the entrance's threshold. "There is a stallion back in the real world. He plays an important part in upcoming events, but he will be unable to complete it without her."_

_Slowly, Terra turns to face the hooded stallion who still stood facing the broken statue. "He has developed…'Feelings' for her and is now losing faith in himself because of his failure to protect her. If we do not bring this mare back to the mortal realm in time to comfort him, the future will become a very dark place."_

_Terra stares at the back Paradox's head, taking in the information he had given her. While she was sure that he had only given her a minor part of the truth, the fact that he told her this much spoke volumes to how serious this matter was. "This stallion wouldn't happen to be called the Doctor, would he?" she asked. _

_The cloaked pony nodded. _

"_I see." She said, a small smile appearing on her face as her previous assumption about the pegasus' feelings for the Doctor are proven true. "Well, if this is as important as you say it is, then I will help you. Although, I do not how I can possibly assist you. The only way for Derpy to return to the waking world is if her body is ready to wake up, but if she is injured as you say she is then it will take some time." _

"_Then we will have to speed up the process." Paradox stated turning his head away from the stature to locked eyes with the emerald alicorn. "Which means I will need the sap from the Undying Tree."_

_Terra's eyebrows rose slightly. "You wish to enter my grove, the place where I sleep." _

"_It will only be until I have gathered the sap." _

_The emerald alicorn became quiet as she thought about his request. It is not a simple thing Paradox asks, he wants to enter her true realm, the place she truly calls home. Allowing another alicorn to enter ones realm is rarely done, the only exception being is if the two had complete trust in one another, something she did not have in him. _

_It isn't that she is afraid that Paradox will do something to harm her sleeping body, it's just that out of all the alicorns, he is the most manipulative. For all she knows he could be planning to use the sap for another purpose, or perhaps he seeks to steal another one of her treasures. The possibilities of what the cloaked stallion's true motives could be were endless, which made Terra all the more hesitant._

"_This is truly important?" she asks glaring at him behind closed eyes._

_He nodded. "If we don't act then many lives will be lost."_

_She continues to look at him beneath her closed eyes, searching for the slightest hint of deceit. Being the caretaker of the Dreaming has a few advantages, one of them allowing her to have limited insight into the very essence of a pony. Using as little magic possible she looked beyond Paradox's dream form and looked into his soul. Her view was limited of course, as the mind and soul of an alicorn is much more complex than that of a mortal._

_In it she saw a vast number of things: risings of kingdoms, formations of lands, mountains crumbling under the passage of time. It would have been breathtaking if it hadn't been causing her head to spin. Pushing those things aside she searched deeper until she found what she was looking for. Gently nudging aside mental barriers she found images that confused her. First there was a chestnut brown stallion holding a small cube glowing with power, then there was Derpy soaring through the sky, the third image had a unicorn with a violet mane and a pinkish coat standing in the middle of a fire strangely burning black instead of red and then the last image was…_

_Terra's eyes open as the connection to Paradox's inner being was abruptly cut. She saw the two golden orbs beneath the hood glow much more intensely then they did before. The air within the garden began to grow thick with a power that was completely foreign to the Dreaming. The emerald alicorn began to panic as the power threatened to tear this section of the realm apart._

_Just as quickly as it had started, it suddenly stopped. "How much did you see?" Paradox voice boomed. _

_Terra couldn't help but cower under the hooded alicorn's gaze. This was the first time she had ever seen him angry. The power she felt coming from him was incredible. She had always heard that his power was second only to the firstborn, but she had never thought that it was true._

_Composing herself as much as possible she replied. "I saw enough to know that there is something more going on than you're letting on."_

"_You shouldn't have done that." he said. "Not without my permission." _

"_You can hardly blame me." Terra shot back. "You're not exactly the most trustworthy of our kind, Paradox, especially after you withheld information about Luna and her fate." _

"_Luna's transformation into Nightmare Moon was necessary." _

"_Oh, and what about preventing us from reaching the mortal realm to help Celestia? Was that also 'necessary'?" _

"_I do not need to explain myself to you." Paradox hissed._

"_Perhaps not but you do need to explain why Derpy, her Doctor and that unicorn are so important." The emerald alicorn challenged her voice sounding more confident then she felt._

"_You do not get to make demands of me, Terra!" _

"_I do when you wish to enter my realm!" _

_The two ponies stood in angry silent, Terra could feel Paradox's power rising once more, only this time it was more controlled. A part of her feared that she might have over stepped her position but reminded herself that he desperately needs the sap in order to heal whatever damage Derpy's body had. The silence lasted for a time until much to Terra's surprise and relief, the cloaked alicorn gave a defeated sigh. _

"_So be it."_

* * *

><p>The Doctor looked down at the pony below him, his hooves were pressed around his throat threatening to strangle him if he tries to push him off. There were a multiple feelings going through him right now. Anger and confusion being the most dominate at this moment.<p>

"Who or what are you." he hissed through gritted teeth.

The pony below him wore an expression of surprise if with a little mild interest sowed in. "Is this how ponies usually say thank you when a friend breaks them out of prison?"

"We are not friends."

"Oh, that hurts and here I was planning on making you a friendship bracelet."

The chestnut pony growled at his captive. "Stop wasting time! Tell me who you are or I will…"

"What, kill me?" The strange pony queried. "Doc, for the short time I've been watching you the first thing I learnt about you is that you don't kill ponies or any of the other colourful creatures on this little world. Especially if their innocent."

The Doctor bit his lower lip, he was right he isn't the type who could kill somepony even if they were trying to kill him. "Ponies change." He said hoping to intimidate the cream coloured pony.

"Perhaps, but if you kill me then how are you ever going to get out of here to see Miss Hooves?"

At the sound of her name the Doctor's angry face soften slightly. The image of Derpy filled his mind for a moment, smiling and laughing. A part of him did what to see her again but another part also wanted to keep away from her. It was because of him that she got hurt, that she was now laying in some hospital bed in a coma that she might never come out of.

His grip on the cream pony loosens as his conflicting emotions go to war with one another. Meanwhile the stallion below him prepared to defend himself encase reasoning with the Doctor fails. He could easily overpower the angry stallion but the possibility that the guards upstairs might hear them kept him from doing so. He had enough to worry about without having the town's entire militia chasing after him.

"You…you could take me to her?" the Doctor asked in a voice that was so soft it could have been considered a whisper.

"Not if you choke me to death." The cream pony smiled relived that the Doctor had calm down, at least to a degree.

The brown earth pony got off the cream coloured one and helped him get back onto his feet.

"I'm called Exile by the way." He said as he dusted himself off.

"Your name's Exile?" the Doctor said.

"No, it's what I am."

Before the Doctor could ask him to clarified, a series of beeps and whistles suddenly came from the piece of metal around his right foot.

"Oh, right I forgot. This is Atlas he's my…navigator."

"Your navigator?" the Doctor questioned.

"Yeah, it's a long story and one I don't really want to tell while we're standing in a dungeon with a bunch angry, armed ponies walking around upstairs." Exile said while making his way to the door to check if the coast is clear.

"You have a plan then?"

"I did." The cream coloured pony said. "I was going to teleport us out but I saw a few unicorns on my way down here and I don't want to risk the chance of them detecting us."

"So what do we do then?"

_Good question._ Exile thought as he tries to formulate a new plan. He had really hoped that breaking Whooves out would be easy, simple even, but as always something comes along and made this more complicated than it had to be. Technically, his original plan could still be utilize. The energy Atlas uses to teleport is different from that of magic and the unicorns would have to be actively using detection spells to detect them.

_No._ he thought as he shook his head. _It's still too risky._

The town is on the verge of going into a panic and the militia has become increasing paranoid since the attack, it wouldn't surprise him if they had the unicorns casting all sorts of spells just to put their minds to ease. He was going to have to come up with a new plan, but what.

As if to answer that very question a glint of light suddenly caught his eye. Turning to its source the Exile couldn't help but smile smugly at the unconscious pony laying behind the desk.

"Doc, what size are you?"

* * *

><p>"This isn't going to work." Doctor Whooves whispered as he and his rescuer walked up the stairs into the main lobby of the militia headquarters. The chestnut coloured pony was now dressed in the same brown armour as all the other militia ponies, having 'borrowed' it from the unconscious pony Exile had knocked out. While the armour was far too big for him, it fitted the Doctor perfectly.<p>

"Don't worry." The cream coloured pony whispered back. "As long as we move quickly and don't draw any attention to ourselves we'll be fine."

The Doctor gave Exile a sceptical look. He highly doubted that it was going to be so simple but he kept that opinion to himself. Despite how foolish this plan is it was perhaps the best chance he has to escape this place. Though he has to wonder why this Exile is so keen in helping him.

He had come up with a number of different theories about this mysteries figure and his motives, but they were all form on speculations and gausses so they were hardly reliable. He needed more information, more data to truly understand this creature.

While a part of his mind worked on that another turned to the thought of Derpy and seeing her again. The thought of it brought on a whirlwind of conflicting emotions with it. The Doctor never thought it would be possible to feel both happiness and dread at the same time, especially when it was associated to a single mare. Again, he surprised himself by how close Derpy had gotten to him and again he wonders if that is a good thing.

This thought was pushed aside quickly as the two ponies finally entered the ground floor of the militia headquarters. The Doctor was surprise by the number of ponies in the small room. They consisted of mostly of earth ponies but there were a few of the other species as well, all of them moving around with a haste seen only in a crisis.

"Come on, this way." Exile's voice whispered.

Doctor Whooves followed the cream coloured pony, being sure to keep his head down and avoid eye contact with any of the other militia ponies. To his surprise none of them gave him a second glance as he made his way through the sea of armoured ponies. _I gauss Exile was right._ He thought grudgingly.

As the two of them neared the building's exit a sudden realization popped into the chestnut pony's head. When Iron Gates captured him he had his shield belt and the sonic screwdriver, but they were gone when he woke up. Panic started to swell in the pit of his stomach as he imagines the militia ponies examining the devices. If they weren't carefully they could seriously hurt themselves or worse.

Moving closer to his cream coloured companion while maintaining an air of calm he quickly voiced his concerns. "We can't leave yet. They took my sonic screwdriver and the shield belt. We have to get them back."

To his credit Exile didn't turn to look at him when he whispered back. "Can't you just build yourself some new ones?"

"Yes I can, but that's not the point. If these ponies aren't careful with those devices they their lives could be in grave danger."

The creamy pony sighed as he considers on how to best handle this new development. After a full minute of contemplating he finally came up with a new plan.

"Okay, here what's going to happen. I'm going to go look for your toys and you're going to keep moving, get outside and get as far away from here as possible. You got that?"

The Doctor nodded his head three times to show he understood.

"Good. We'll meet back at Hooves's place."

With that, Exile left the Doctor's side and moved towards the other side of the lobby. The chestnut brown stallion kept moving towards the exit, feeling exposed now that the mysterious pony was gone. Swallowing the lump that had suddenly developed in his throat the Doctor broke out in a slow, inconspicuous trot.

When he passed by the door and came out onto the streets, the Doctor let out a sigh of relief. It seems that the Exile's plan went off without a hitch, he was now free. _But had I traded one prison for another?_ He thought as he turns around and looked at the militia headquarters.

Exile had said that he had been watching him for some time, but how and more importantly why? The more the Doctor thought about it the more he began to wonder if following the strange pony's plan is such a good idea. With that in mind the chestnut stallion started to walk down the street, heading in the opposite direction from Derpy's apartment.

He doesn't know who or what this Exile is or why he's helping him but whatever the reason it couldn't be for his benefit. There's something else going on here, something else besides Galek and it seems that he's at the centre of it all. A number of thoughts and theories began to take root in his mind but he quickly pushed those aside for now. He needs to focus at the task at hand and find out where Derpy is.

He needs to find her and make things right, to somehow break the cycle of tragedies that falls on everypony he get close to. He had no idea how, but he swears on Celestia's name that he'll find a way to fix all of this.

And then he's going to get some answers.

* * *

><p>Paradox stood outside of Terra's grove, the entrance hidden beneath the think foliage of what would look like an ordinary forest. Unlike most of their kind Terra built her home in the mortal realm, far from any of the civilisation that call this place home. He wondered if any of the mortal races have found this forest. If they did they would never realise what they had stumble upon the home of an alicorn, the ancient magic of this place would see to that.<p>

Even now the bronze alicorn could sense it working. It was a subtle thing, influencing the mind by showing trespassers a normal forest while taking them down a path that would lead them far away from Terra's home. It was simple, yet at the same time effective.

However, while this might work on mortals it had no effect on alicorns.

Paradox peered through the branches and scrubs and caught a glimpse of a world quite unlike any other. Creatures both neutral and born of magic scuttle across the earth while others flew through the air on wings. One of these creatures was daring enough to leave the safety of the thick canopy to greet him. It was a small thing, barely the size of a coin with wings resembling that of a butterfly. It body was hidden by the shining light that surrounded it.

The creature buzzed around Paradox's head for a few moments before returning back to the forest. The alicorn gave a rare smile at the bravely of the small creature before movement from his left caught his eyes. A single timber wolf stood just by the forest's entrance it's wooden body making small crackling noises with every little movement it made.

The wooden creature bowed it head towards the alicorn and Paradox did the same in return. Despite what some would believe timber wolves are actually intelligent beings that Terra created long ago to protect her home and other places she deems important. Paradox had often play with the idea that he too should create guardians to protect his own realm, but didn't deem it necessary. His realm is the centre of time, a place that is virtually impossible gain access to even by other alicorns.

As the timber wolf lifted it head back up it nodded it's head towards the forest. Paradox understood what the wolf was trying to say and nodded to show that he will comply. The two of them made their way pass the first layer of trees, passing by all the different animals who took a second to watch them as they walked deeper into the woodland.

The journey to the grove was a long one as the closer they got the more crowded the trees grew until they finally came upon a wall of wood. The wall's true height was hidden by the canopy but Paradox could imagine that it was tall enough to keep even the most curious of creatures at bay. Even if it wasn't, the powerful spells that surrounded it would do the job.

The timber wolf took several steps towards the wall before taking a seat in front of it. The wooden canine then bowed it's head before letting out a piercing howl. Other howls suddenly joined in, they came from different directions but they were all of different volume and pitch, it almost as if they were trying to sing.

Shortly after the howling begun the sounds of crackling wood caught the attention of the cloaked alicorn. He watched as the trees that made up the wall stated to twist and turn in on itself. Slowly the part of the wall they stood in front of began to recoil, opening itself to allow the two of them to enter. When the opening was large enough for both of them to enter the timber wolf stoped it's howling and walked through the entrance.

Paradox followed after the wooden creature slightly surprise by how simple the grove's entrance was opened. He pushed this notion aside when he passed through the threshold as a wave of protection magic washed over him. There was a slight tingling feeling as the spell run through him but it soon faded away as he made it to the other side.

He turns back to look at the entrance with a quizzical gaze, the protection spell he had just walked through was an unusually one. It seems the spell was design to check the identity of the pony who passes through it both on a physical and a macroscopic level. It's impressive considering that Terra magical abilities focus more on natural manipulation then the arcane. The alicorn turns his attention back to the timber wolf who was waiting patiently for him to continue.

Terra's grove was what one would expect form the alicorn of nature. Rolling hills, flowery meadows and vast forests dot the landscape. However, these sights are nothing compared to the mammoth tree that stood at the very centre of it all. The tree's branches reached high into the clouds making it difficult to tell how tall it truly is. Paradox had a good guess through as he was present when it was planted.

"_Velo'surr_" he whispered under his breath as the timber wolf lead him towards it. It was the trees name or at least the name the first born gave it when she had planted it eons ago. The word was from the ancient tongue, a language that had almost fallen into obscurity as other cultures formed over the centuries. Now there a very few among the mortal races who had even the basic understanding of the language.

The thought made him feel old which was a strange thought for an alicorn to have, especially when that alicorn is the physical representation of time itself. Perhaps this was a sign of the stress that had fallen upon him since his discovery of Time Turner. Fate had been a kind mistress when she had deliver the time vortex to the inquisitive stallion and even kinder for allowing him to find the second piece of the puzzle that Paradox had been searching for.

Derpy Hooves a kind-hearted if clumsy mail mare of a small town that most would overlook. The very notion that she was part of the prophecy would seem laughable, that is if the situation wasn't so serious. Paradox had already lost the unicorn to the enemy, he was not going to lose the pegasus as well.

It took them three hours to reach the base of the massive tree, which to Paradox perspective felt more like a matter of minutes. The roots towered over the alicorn and the timber wolf as they approached the wide trunk. There was a sense of humbleness as Paradox thought about how _Velo'surr _had grown over the many years. She truly is a testament to a long forgotten time.

The bronze coloured alicorn pushed this thought aside as he summons a small glass vial out of thin air. He notice the eyes of the timber wolf on him as he did so, no doubt Terra had warn it to be watchful for any sign of treachery. The fact that the younger alicorn didn't trust did not weigh heavily on his mind. In truth she was right to be cautious of him.

The power over time can be a terribly burden to carry. Besides having the power to stop, travel and to a degree warp time Paradox also had have the ability of foresight. Unlike the foresight of lesser beings, he's comes clearly and showed multiple outcomes to even the smallest of situations. Because of this he had to be careful when he chose to interfere with these visions.

By stopping one tragedy he could inevitably cause an even greater one to occur. It was a hard lesson to learn but in the end a necessary one.

The alicorn placed his horn to the tree while hovering the vial underneath it. He took a deep steady breath before focusing his magic into the bark. His senses reached far into the tree searching for a nearby vain to harvest from, however his search became difficult as he was assaulted by visions of forests, jungles and distant islands.

This was expected. _Velo'surr _was the first tree to be planted on this world and from him other's grew turning what was originally a barren world into a paradise. What Paradox was seeing was the tree's children and the many places that they have called home. He then felt something reached out to him, a warm, comforting presence who welcomed him whole heartedly.

Paradox returned the gesture and conveys the reason why he was here. He showed images of a young grey pegasus laying in a hospital bed badly injured but stable, he then express the feeling of urgency behind the images to show how important the matter is. There was a sense of curiosity from the tree, however unlike Terra it did not press for information. Just like the alicorns _Velo'surr_ had sworn to protect the lives of the mortals and it took it's oath seriously.

The cloaked alicorn lifted his horn of the bark and watch as a small hole stated to form. Moving the glass vial underneath the hole he watches drops of golden liquids poured into the vial. He pulled it away after a few drops and thanked the tree for it's help.

The timber wolf growled a question as he put a cork in the vial to keep the sap in. "No I'm not done yet." Paradox said turning to the wooden guardian. "There's still on thing I need to do."

There was a sudden flash from his horn and everything stood still.

* * *

><p>It took the cloak alicorn some time until he finally found the entrance to Terra's sleeping chambers. The entrance looked like a simple cave opening set next to a river a few hundred meters away from <em>Velo'surr<em>. If he hasn't been actively searching for the nature alicorn's magical presence he would have surely mistook it as a natural cave.

Walking inside he was careful to avoid accidently setting off an alarm or trap. The cave soon turns into a tunnel that ran far beneath the earth with the only illumination coming from glowing mushrooms. Paradox pressed forward and was surprise to find that the tunnel's floor was beginning to grow glass and flowers. This was further proof that he was heading in the right direction.

The alicorn then came upon a huge cavern, its ceiling reached so high that he could barely make it out. Around the cavern there were hundreds of small plants and trees growing despite the fact that there was no sun light. There were also a number of timber wolves standing guard no doubt prepared to defend this hidden sanctuary with their lives.

Paradox strode over to one of them and waved a hoof in front of it's eyes. When the creature did not move the alicorn moved on deeper into the forested carven. The spell he had cast moments ago had froze time within the grove to a standstill. It was a powerful spell that was far beyond the capability of most creatures, the only mortal who had ever come close was Star Swirl the Beaded.

After walking through the underground forest and passed it's silent guardians he soon came upon what he was looking for. At the centre very heart of the carven sat a large flower, it's petals shined a with beautiful a beautiful colours that were in a constant state of flux. It's leaves were all bent to form stairs that leads to the centre of the flower. Laying on top of the flower, sleeping on a bed of soft golden pollen was Terra.

The emerald coloured alicorn rested peacefully and was completely unaware of his presence. Paradox felt the bitter taste of regret for what he was about to do but he was quick to remind himself that it was necessary. The secret he had told her was a dangerous one. If she were to reveal it to the other alicorns, specifically one of the other Six then they would demand the executions of both Time Turner and Derpy Hooves. Another dreadful possibility is that she could accidently slip the information to the enemy who could then use it to find Derpy and the Doctor.

He has to do this.

Walking up the make-shift stairs Paradox looked down at the sleeping alicorn. Again the feeling of doubt threatens his resolve but he immediately pushed it aside and placed his horn on Terra's forehead.

"I'm sorry sister." He whispered as he focuses magic through his horn and into the other alicorn's mind. "But I cannot trust this secret with anyone, not even you."

A golden aura enveloped the emerald alicorn's head as Paradox reached deep into her mind. Reaching into the mind of an alicorn is a strange experience as they were quite different from that of a mortal. While a mortal's mind was small and was incapable of comprehending the higher mysteries of the universe, an alicorn's was vast and can easily understand such concepts deemed impossible by the younger races. As such seeking a specific memory in an alicorn mind was a long and rigorous affair.

The cloaked alicorn finally found the memory he had been looking for and set on destroying it. Paradox transfers all of his focus on the memory, slowly pulling it apart bit by bit until there was nothing left of it but an empty space.

Terra now has no memory of the secret she had forced out of him nor will she remember their meeting. She will however notice these blank spots in her memories, but there were very little chance that she will be able to pin it on him. Though just to be on the safe side he'll wipe the mind of the timber wolf as well along with any other creature's within the grove that might have seen him.

Paradox looked at Terra one more time before he left, despite the bitterness between them he had always like her. She had an determination that was rare among their kind, a strength of will that he fears is slowly dying out. Since the first born left centuries ago and place the responsibility of the world's protection on the remaining six, the alicorns were slowly becoming neglectful in their duties. Being the second born and the leader of the eternal council Paradox had try to stop this lethargy or at least slow it down, but all of his actions were met with opposition by the other council members.

In the end he left the council and their politics and sought to continue the duty the first born had left behind for them. This had all happened thousands of years ago but it was still fresh within the bronze alicorn's mind. He often wonders what the first born reaction would be if she were to see how far they had fallen from their task.

The alicorn of time destroyed the memory of his presence from the mind of the last of the creatures of the grove. With that small task done he left the Terra's home in a flash of brilliant light leaving nothing behind but small grains of sand, all the while reminding himself that erasing Terra's mind was necessary.


	10. The Awakening

Author Note: The long anticipated tenth Chapter is finally here.

You: "Is about god-dame Time."

* * *

><p><strong>The Awakening <strong>

The Exile strolls down the hallways of the militia headquarters his eyes moving from one door to the next as he tries to find the evidence room. He was surprise by how few guards there were on the second floor, he had been walking around here for almost ten minutes and the only militia pony he ran into was the one who was guarding the top of the stairs. They must think because all of the militia was down stairs there's no reason to post guards up here because no one in their right mind would try and steal something from them.

_So why am I doing this? _The cream coloured pony thought irritably. The sensible part of him told him that he should just leave this place, find the Doctor and plan their next move, but then the same part told him that if he did not he would most likely tick his employer off for leaving dangerous tools in the hooves of ponies who didn't know how to use them properly. He thought about who's punishment would be more severe, Equestria's legal system or an angry alicorn.

Before he could come to a conclusion one of the hallways doors suddenly opens, the Exile would walk straight into it if he hadn't jump out of the way. A bright red unicorn stallion stepped out of the room his attention too engrossed into the papers floating before him to notice the pony he had almost hit.

The unicorn walked past him leaving the door open for anyone peer into the room though there wasn't much to look at. The room was like all the other rooms up here, full of cabinets, a desk, chairs and a small map of the building.

_Hold on for a second._ The Exile thought as his eyes landed on the small piece of square sitting in the corner of the wall. Quickly moving inside the room, the cream coloured pony took the map down and looked at it closely. The map shows all the nearby exits in case of a fire and lists what do in such an event. It also shows the name of all the rooms on the second floor including the evidence room.

"Well, that's a stroke of good luck." He whispered to himself.

Atlas quietly whistles in agreement then reminded him to hurry by making a series of musical notes.

After leaving the room with the map it took less than three minutes for him to find the evidence room. A large brown coloured earth pony stood guard by the door, his posture straight and his eyes narrowing in on the Exile as he walked towards him.

When the guard realizes that the cream coloured pony was heading for the door he was guarding he quickly sidestepped in front of it. He drew up to his full height which was actually a lot taller than the Exile had expected. "Where do you think you're going?" The stallion asked in an almost daring tone.

_Please be the strong, stupid type._ The Exile thought before he made his replied. "The sheriff told me to get something out of the evidence room."

"Really." The stallion said in a condescending tone. "Well, that's interesting seeing how the sheriff told me not to let anyone in."

_Blast. _

"Yes, well, I'm sure I'm supposed to be the exception for that rule. I mean, if I wasn't he wouldn't have asked me to come up here now would he."

"Perhaps, but that is of cause if the sheriff really did give you those orders."

Alarm bells started to ring inside the Exile's head. "Don't you think that you might be being a little bit paranoid now?"

"No, not really." The stallion said as he leans down slightly to get a better at the Exile's face. "It's called being a good guard."

The two stallions looked at each other for a moment, the guard daring the pale pony to continue the argument, the Exile however gave a defeated sigh and turned around. "You sure there's no way I can persuade you to step aside?" he asked.

"The only way you're going to get past me is if you have the sheriff standing next to you."

"I was afraid you'll say something like that." the creamy stallion whispered to himself.

Rearing up on his front legs and concentrating on his back legs the Exile lashed out with his newly changed rhino legs. The large stallion behind him didn't even have a moment to react before the massive legs connected with his torso and sent him flying through the door he was guarding. The hallway was filled with the sound of breaking wood and the surprisingly high pitch squeal of the guard.

The Exile remains perfectly still, listening for rushing hoof steps or some form of an alarm. When none came he changed his back legs to their original form and entered the evidence room. It was a small, cramped room with the walls being filled with a number of different things. The large stallion was lying in the centre of it all, alive but otherwise out cold.

"You should have just let me in." the pale pony said as he walked over his unconscious body.

Now inside the room the pale pony started his search for the devices the militia had taken off the Doctor, which turn out to be a lot more frustrating than originally expected. There were no form of organization in the room at all, nothing was catalogued or even put away neatly on the shelves, everything was just in random piles.

"It will take me forever to find those two things." he groaned as he sort through one of the shelves.

"Having trouble finding something." A cool, familiar voiced asked from behind him.

The Exile turned his head to look at his employer. "Paradox. What an unexpected surprise."

The cloaked alicorn gave a slight nod of acknowledgment. "May I ask what you are doing in a militia's evidence room?"

"It's a long story."

"Then you best begin."

The pale pony started at what happen at the festival, skipping the parts that he had already predicted and detailing the events where Derpy had gotten hurt and the Doctor had become public enemy number one. Paradox stood there in the cramped space listening to the cream coloured pony as he continues searching for the two devices. When he had reach the end of his story Paradox was now looking at the floor, deep in thought.

"So, events that I had not foreseen have transpired. That is…disturbing." Paradox said sounding somewhat worried.

This was not lost on the Exile who had now stopped his search and stared at the cloaked alicorn. "Should I be worry too?" he asked.

"No, it is not a pressing matter that you should be concern about. I do however have a new task for you." The alicorn said as his horn flashed making a vial of golden liquid appear. "This vial is full of the sap of the Undying Tree it will heal Derpy's body and bring her back from the realm of dreams."

The Exile took the vial and looked at it then back at the alicorn with a questioning look. "So it's medicine."

The alicorn nodded.

"Okay, but if I'm running over to the other side of town to deliver this to the sleeping pegasus then who's going to look for the Doc's lost toys?"

"I will." Paradox said.

"You sure?" the pale pony asks somewhat surprise by what the alicorn said. "Don't you have like…a pony to smite or something?"

"Not today." The cloaked alicorn said and for the briefest of moments Exile swore he saw a one of the corner of his mouth curved slightly upwards. "Now go, time is of the essence."

The pale pony nodded in acknowledgement before having the small computer around his front hoof teleport him out of the building leaving the time alicorn alone in the evidence room.

* * *

><p>Galek climbed out of the hole the Mark 5 battle armour had made by cutting through his original armour thick planting. He looked over the old battle suit and thought that it was ashamed that he will have to leave it here to rot. But that was only a fleeting moment of sympathy as when he turns to his new armour all thoughts of the previous one faded away.<p>

The Mark 5 was similar in design as the last one only this one was on a grander scale. It was larger, faster and carried more destructive power than any of his previous armours. It stood on four long, thick legs that leads up to a horizontal teardrop shape cockpit. Two mechanical limbs were attached to the cockpit, each one bearing a four digit claw that can change into a number of deadly weapons with flick of a switch.

It is conquest made incarnate and it was his and his alone.

A wicked smile crossed Galek's black furry little face as he turns to look at the town below. _I hope you enjoyed your time in this pathetic town little pony_. He thought. _For it is going to be your tomb._

* * *

><p>"Miss Carrot Top." A familiar voice whispered stirring the olive earth pony from an unpleasant sleep. "Miss Carrot Top wake up."<p>

The orange mane mare slowly opens her eyes, her vision hazy at first but slowly it corrected itself. The familiar face of a concern light blue unicorn was the first thing she saw. "Iron Gates? What are you doing here?" she asked, getting up from the side of the hospital bed she had been resting on.

"I was taking a break from the militia and I thought pop in to see how Derpy was doing." He said looking at the grey pegasus laying in the bed. If it wasn't for the oxygen mask or the IV tubes it would have looked like the young mare was sleeping.

"She's doing fine." Carrot Top said, letting out a yawn before continuing. "The doctors said that she's stable and that they still don't know when she'll wake up."

"And what about you? How are you coping?"

The olive coloured mare was a bit taken aback by the simple question, since the attack all she have been doing was focusing on Derpy that she hadn't even have time to think about herself, or wouldn't. "I'm fine." She said in a voice that said anything otherwise.

Gates frown slightly. "It's not healthy keeping feelings locked up miss Carrot Top." He said sounding sympathetic. "Listen, I know what you might be feeling. But you need to understand that what happened to your friend wasn't your fault."

The mare threw the stallion an annoyed glare. "I know the attack wasn't my fault, but what I said to her before was."

"Miss Carrot Top…"

"No! Don't you dare give me the whole 'don't feel guilty' routine. I humiliated her in front of the whole town, I said things that I can never take back and now…" Carrot Top almost broke down there, as tears begins to fall down her face but she manage to find a way to continue. "If…if she doesn't wake up and the last thing we did was fight…I don't know how I would be able to live with myself."

Silence filled the room as the two ponies stood by the bed of the unconscious pegasus. Carrot Top turned back to Derpy, placing her hoof on hers and gently squeezing it. She knew that she had been rude to Iron Gates but she didn't really care, he didn't know what this felt like, the anger, the worry, the fear that Derpy may never wake up.

She had expected him to leave then, but instead he took a seat beside her and placed a comforting hoof on her shoulder. "She'll wake up." He whispered.

"How do you know?" Carrot Top asked leaning back against him without realizing it.

"Because, despite her outward appearance she's fighter. Maybe not in the literal sense but deep down she has a lot of strength and I think she got a lot of it from you."

Carrot Top blushed slightly at the stallion's comforting words. "You sure know how to make a mare feel better."

"Yeah, Nightshade always said I should have become a motivational speaker instead of a guard" He joked.

The olive mare laughed at that though she didn't know if it was because she actually found it funny or if it was just her subconscious trying to make her feel happy again. Either way it felt good to laugh, it felt good to have somepony to lean on even if it was someone she had only met a day ago.

"Anyway, my point is." Gates continues. "Is that you don't have to worry. She's a lot stronger then we think and when she wakes up you can apologize to her for what you said at the festival as much as you want."

Carrot Top turns to the blue unicorn wearing a tired but content smile. "Thank you." She said.

"You're welcome."

The two ponies sat there at the edge of the bed watching the pegasus as she laid there peacefully. Gates felt the olive mare laid her head against him and knew that she had fallen back into slumber. She deserved it, she had been by Derpy's side since the attack and would probably remain there until she woke up.

He let out a small sigh. "Don't make me a liar Miss Hooves. Don't make me a liar."

* * *

><p>Doctor Whooves trotted through the deserted streets of Ponyville trying to figure out how to reach the nearest hospital. He still wore the brown armour he used during his escape, mostly to keep from being recognize from the few passing patrols. His heart still leap into his mouth whenever they appear but the most the four pony squad would do was give him a short crisp solute.<p>

When the chestnut pony wasn't stumbling over himself by trying not to panic in the guard's presence, he was trying to find a sign or some other indication to the hospital's direction. _Who would build a town with no signs?_ He wondered as he took a turn down another street. _Seriously, building a town with no signs is like building an airship with no balloon._

As he continues on his mental ranting the Doctor failed to notice the dark shadowy figure that was about to fall on him. Time Turner gave out a loud shriek when it landed on his back causing him to fall flat on his stomach. The first thought that ran through his head was that one a militia had somehow seen through his disguise and was now arresting him. This theory became unfounded however when the thing that had jumped on him got up and started to apologise with a slightly slurred voice.

"Oh, I'm so sorry." The pony said with a distinctive feminine. "I guess I'm still under the influence of that hard cider."

The Doctor looked up to find himself staring face to face with a somewhat familiar drago-pony. It took him a moment to realize that this was the same pony who had saved his life the day before and that she was also a member of the royal guard just like Iron Gates.

"Are you okay?" She asked snapping him out of his sudden panic. "Do you need help getting back up?"

"No, no I'm fine." He said as he quickly got back up.

The dark grey mare opened her mouth to say something but then closed it as she got a proper look of the chestnut stallion's face. "Hey, have we met before?"

"Umm…no I can't say that we have." He lied.

"Are you sure?" she questioned as she lean in closer to get a proper look of the stallion's face underneath the helmet. "Because I'm sure I seen your face before."

"I…I've just got one of those faces." The Doctor said as he lean backwards away from the drago-pony's searching eyes.

The drago-pony remain where she was, her golden slitted eyes still looking over the stallion's face as she tries to remember where she had seen him before. After a minute of uncomfortable silence the hybrid pony finally relented and return to a normal standing position. "You're probably right." she said though she didn't sound overly convinced.

Time Turner let out a small sigh in relief but immediately sucked the air back in when the mare started to speck with him again. "So what's been going on?" she asked. "I mean why are the streets all deserted and why are there so many militia patrolling the streets."

"Are you saying you don't know what happen at the festival?"

The drago-pony shook her head.

"Well, it's a long story but this what happened." Time Turner said starting the long explanation as to what had happen at the festival but skipping the parts where he was involve and how the attack was formulated by a giant robot. At first the mare looked sceptical but as he continued on explaining her face grew more concerned, when he had finish her facial expression became unreadable.

"Was anypony hurt." She asked in a voice that sounded almost business like.

"A few." The Doctor answered solemnly.

The mare whispered something underneath her breath that he did not hear but was sure it was some type of swear word. "This town gets attack by unknown enemy I was asleep throughout the entire thing. Some royal guard I am."

Then suddenly her face changes into something between fear and dread. "Was any of the victims a unicorn stallion with a blue coat and Greenish mane?" she asked in a panicky tone.

Time Turner knew she was talking about Iron Gates and was quick to calm her down. "No, there wasn't any stallions matching that description, except for the one who's helping coordinating the town's defence."

"Oh, thanks Luna he's okay." The mare muttered in relief. "Where's he coordinating the town's defence from?"

Doctor Whooves gave the mare the directions to the militia headquarters which she was grateful for expressing a quick "thank you" before galloping down the street. A small part of his aggravation from before melted away as he watches her go. He almost forgot how doing small kind acts for other ponies felt like, it was a feeling he wish he could hold on to forever.

"Well, aren't you just the helpful sort." A familiar voice called out from behind him.

The chestnut brown pony already knew who it was before he turned around but he still hoped that for once in his life he was wrong. "How did you find me?" he asked the Exile who was leaning against the entrance of a nearby ally.

"Luck." The pale pony said as he moved closer to the Doctor. "That and it's really easy to track a pony who's displace in time and space."

"Nice trick. Must be a hoot at birthday parties." Time Turner said not bothering to hide the edge in his voice.

The strange pony chuckle slightly before his face took on a more serious expression. "What are you doing out here Doc?"

"I'm going to help Derpy."

"You could have waited for me."

"I know. I just didn't want to."

"I see." The Exile said sounding as if he had discovered something he already knew. "You don't trust me."

"You can't exactly blame me." Time Tuner said. "A strange pony who can change shape comes along when I'm in prison and say things like 'I've been watching you.' doesn't exactly bring on a feeling of trust now does it."

"Yeah, I guess you're right, but answer me this. Do you know where the hospital is?"

The chestnut brown pony opened his mouth to speak but closed it. He didn't know where to hospital was or any other place for that matter. Without Derpy here to show him around he could probably spend hours wondering helplessly through this town.

"I didn't think so." Exile said as he turns around and started walking up the road. "Follow me."

With great reluctance Time Turner followed the pale pony, silently muttering curses under his breath. The two ponies walked through the streets in hushed silence as they made their way to the town's hospital, or at least that was what the Doctor was hoping the strange stallion was taking him to. There was the possibility that he was being led into a trap of some sort though he really hope that wasn't the case. He wasn't in the mood for being betrayed.

"Hey Doc, can I ask you something?" The Exile suddenly asked as they turn down a short alleyway.

"If you have to." Time Turner said though it was clear from his voice that did not want to talk.

"How do you feel about her?"

The chestnut coloured pony was so caught off guard by the question that he didn't even realize it when he said. "About who."

"You know, Derpy." the pale pony explained smiling when he saw the uncomfortable expression on the other stallion's face. "How do you feel about her."

"We're friends. Not that it's any of your business."

"Well, aren't we a bit touchy this afternoon and that didn't answer my question. I'd asked how'd you feel about her not your relationship status."

"I just been through one of the worst days in my life so of course I'm a bit touchy and how are my feelings for Derpy have to do with anything."

"Ah, so you have feelings for her." Exile snicked.

"What! No I…I mean that my…my feelings for Derpy are just umm…friendly."

"Really, and just how 'friendly' are you two."

"Okay, that's enough!" Time Turner yelled having enough of the pale pony's nonsense. "Now listen here, I don't know what twisted little game your trying to play but it's end now. Me and Derpy are just friends. That is all we are and all we can be, got it!"

The two ponies stood there in the centre of the alley as they looked at each other. Time Turner was angry and annoyed by the Exile's questions and teasing and the Exile gave him a cocky smile that he had to resist knocking off.

"But you want it to be more don't you." Exile said in soft tone of voice.

The Doctor opens his mouth to deny the accusation but found that his voice would not come.

"You can say that the two of you are just friends all you want but you and I both know that there's a spark between you two. I mean look at all the things you've done for her, you fought for her, you comforted her, you spent a wonderful morning together at the festival, heck you've even tore up half a forest over how guilty you felt for leaving her without even saying goodbye. Face it Doc, you've fallen for her and you've fallen hard."

"Don't you think I know that?" Time Turner said suddenly regaining his voice. "I know how close we've grown and yes your right I do have feelings for her, but I can't allow myself to pursue it. You've seen the things I have to go through on a daily basis, I can barely guarantee my own safety let alone hers. If we were to become anything more than friends then she would become a target that my enemies would exploit and I can't allow that. She had already been hurt because of me, If something even worse happens I…I don't know how I would be able to live with myself."

A calm silence fell over the two stallions, the Doctor was expecting some form of teasing reply from the pale companion but instead the Exile simply stood there. A look of understanding seems to have appeared on his face before he covered it up with a small smile.

"I see." He muttered in a voice that didn't hold the smallest hint of mockery. "So you're that type of hero."

Before Time Turner could ask what he meant by that statement Exile started walking again. "A word of advice, Doc." He said without turning to face him. "When all this is over and you have to move on, don't say goodbye to her, it will only make leaving her that much harder."

* * *

><p>By the time the two ponies had reach the local hospital the sky had darken and the moon was slowly making its way to the sky. The entrance was guarded by two militia ponies who stood with the discipline of the royal guards. Exile pulled the Doctor aside into some bushes the moment he notice them.<p>

"What are you doing?" he asked in surprise annoyance.

"It's been half an hour since I broke you out of the militia headquarters." The pale pony said speaking for the first time since the alleyway. "We have to go under the presumption that they might have found out that you're no longer in your cell and that you stole one of their guys armour. We'll have to find another way in and hope it isn't guarded as well."

To Time Turner's surprise he found himself agreeing with him, though he didn't voice it. Moving as quiet as possible the two stallions made their way to the back of the building where they were please to find a back door with no guards. There were however two ponies wearing white coats and shining name badges with the words doctor on them.

Without saying a word Exile stepped out of the bushes and walk calmly over to the two unexpecting doctors. Time Turner remain hiding in the bushes uncertain as to what his companion was doing. He watches as the pale pony started to talk to the two doctors, while he was too far away to hear what they were saying he did hear them laughing at one point.

The laughing was cut short however when the two doctor's heads were suddenly bashed together. Time Turner eyes widen in shock at how sudden the attack was and at how quickly Exile's hooves moved. It had only taken spilt second for the pale stallion to reach out, grabbed both of the doctor's head and slammed them together. The two doctors went down in a quiet heap.

Exile turns around and made a 'come here' motion to the frozen chestnut stallion. When Time Turner finally manage to regain his senses he rushed out of the bushes and immediately started to check the unconscious ponies.

"What the hay are you doing?" he shouted.

"Getting our new disguises." Exile said in casual tone.

"But you could have seriously hurt these two."

"Oh, don't worry they'll be fine." The pale pony stated. "The worst they'll get is a bad headache when they wake up. Now quickly put on their coats and name badges."

Time Turner opens his mouth to protest some more but then realize that it would been a waste of time, What had happen happened and there was very little he could do about it now. With reluctance the chestnut pony took off the armour he had been wearing since his escape and replaces it with the white coat and the name badge of one of the fallen doctors.

"Now you look like a real doctor, Doc." Exile said with a small chuckle.

He ignored the joke and stepped through the door that leads to a storage room full of medical supplies and bed sheets. They quickly move past them and into a hallway with doctors racing to one patient to the next. It was then that it dawned on him that while he might have succeeded in finding the hospital he now have to find which one of the rooms Derpy was in, which if the hectic atmosphere was any indication could a whole new challenge until itself.

"I don't suppose you happen to know which room she in." he whispered.

"No but maybe Atlas does." Exile whispered back as he pulled the sleeve of his white coat down. Time Turner found himself staring at the small watch-like device with fascination. While he might not know all of the device's functions, it was quite clear to him that it was a very advance piece of technology. He wonders who made it.

That thought floated away as the small machine started to make a series of bird calls and then what sounded like Equestria's national anthem being played backwards.

"He said that she's on the second floor, third room on the right by the elevator." The pale pony translated.

"How do you understand what that thing is saying?" Time Turner asked as they made their way to the elevator.

The Exile lifted his shoulders in a shrug. "I don't know, I just… know."

The earth ponies moved towards the elevator in a calm but fast pace. The last thing they needed right now was to be called over to some medical emergency by a nurse. Not that it would be much of a problem for Time Turner as he actually has medical training and had on one occasion perform an operation.

They found the elevator and wasted no time getting in it and pressing the button for the second floor. As the door were closing an all too familiar olive mare hoped in the small lift. Time Turners eyes nearly fell out of his head as he recognizes Carrot Top. The mare looks dreadful as her coat had become a duller grade of olive and her once curly mane was now messy and unkempt.

"Excuse me." she said in a voice so hollow that it was barely heard over the sound of the lift slowly being pulled upwards.

Thankfully, she didn't pay either pony much attention, in fact she didn't seem all that aware about the things around her, more focus on her own little world. He knew why, she's Derpy's closest friend and had taken the role as her protector when her mother disappeared, she must feel like she had failed her.

_Another pony suffering because of me._ The chestnut pony thought.

Despite the obvious dislike she had towards him, Time Turner actually found Carrot Top's devotion to Derpy somewhat inspiring. Derpy is indeed lucky to have a friend like her standing by her side.

"Miss Carrot Top." He said out loud catching her attention.

The olive mare slowly turns to face him, her tired face suddenly change to a mixture of shock, surprise and anger. "You." she hissed her voice sounding as acidly as physically possible.

Before the Doctor could say anything else an olive hoof shot out an struck him across the face. "What in Tartarus are you doing here!" she shouted as she lifted her hoof for delivery another blow.

"I came to help." Time Turner said in a calm voice taking another hit across the face. He knew he could easily dodge the attacks, but that would only make Carrot Top angrier and more likely to not help him.

"I think you've done more than enough." she said as she raised her hoof again only this time it was held there by a pale hoof.

Carrot Top looked at the pale pony as if she had only just notice that he was in the elevator as well, she also notice that the elevator had come to a sudden stop. Exile kept his hold on the mare's hoof but was staring at Time Turner with an annoyed expression.

"Doc, who is this mare and what is her problem." He asked paying little attention to the struggling mare in his gasp.

"My problem! I tell what my problem is. Because of this pony my friend is laying in a hospital bed in a coma she may never wake up from." The olive mare yelled glaring daggers into Time Turner. "I knew you were trouble. I should have listen to my gut and chased you off the moment I saw you but no, I saw how she looked at you, the why she would smile whenever you were around and now…now she'll might never wake up and I'll might never be able to say I'm sorry. It's all your fault. It's all…your…fault.

Exile let go of the mare's hoof as she descended to the floor and started to cry uncontrollably. The pale pony shot a look of bafflement to Time Turner who was leaning down to join Carrot Top on the floor.

"You're right, it is my fault." he whispered. "I was the one who put her in the position to get hurt and that knowledge pains me to no ends. If I was smart I would have run and get as far away from her as possible so that I can never put her in danger again, but I couldn't that now. Not when she's stuck like this, so I'm going to do the only thing a doctor can do and try to fix things even if it means I have spent the rest of my life in prison."

Carrot Top stopped her crying for a moment as she looked deep into his ocean blue eyes. A part of her was screaming not to listen to him, remanding her that he was a suspected terrorist, but looking into those blue eyes she could only see honestly and a fierce determination.

"Can you help her?" she asked not caring at how hopelessly desperate she sounded.

"Yeah, he can." Exile said before Time Turner had a chance to speak. "But is going to be hard if he's back in a cell."

The olive mare went silent for a moment as she thought about it the situation and the possible consequences one last time before looking up at Time Tuner and said. "Okay, Skippy if you really help bring Derpy back then I won't turn you in, but I swear if you do anything to make her worse than being sent back to prison is the least of your worries."

"Deal." He said as he helped her up the floor.

Exile, who was still slightly confuse by the whole event, turned to the rows of buttons and reactivated the lift. As it continues on with it's ascent the pale pony took his place beside Time Turner while eyeing the mare suspiciously. "So, who is this mare again?" he whispered.

"Her names Carrot Top. She's Derpy's best friend and self-proclaim protector." He whispered back. "She's been looking after Derpy since they were fillies and as you can see she doesn't like me very much."

"No kidding. So why did you catch her attention like that?"

"Because Carrot Top was going to find out that I'm here eventually. I thought that it would be better that she found out now in a small elevator where there's only the three of us then in front of the entire hospital."

"Hmm…that's pretty smart."

"Thank you."

"Knocking her out would have been easier though."

Time Turner gave a heavy sigh as he rub the space between his eyes with his hoof. Something tells him that he's going to hear a lot of that from his new companion.

* * *

><p>Keeping to her word Carrot Top calmly led them to Derpy's room with no hassles. The trip took longer due to the crowd of doctors, nurses and patients moving around the halls as they went about their business. Thankfully no one took any notice of them or call for them for some medical insight.<p>

They came to a stop at a door with the number **302 **painted on it. Time Turner couldn't help taking in a deep breath as he prepares himself for what lays beyond the door. He had seen the damages lasers can do and they were never pretty, he only hope that it wasn't too extensive.

Carrot Top push the door open and entered followed by the Exile and Time Turner. The chestnut stallion's eye immediately fell on the sleeping grey mare in the centre of the room. He was both surprise and grateful to see that she didn't look as bad as he had thought but he still felt guilty for seeing her like this.

_It should have been me._ he thought as he grabbed a hold of the chart at the end of the bed and started to read through it. The Exile moves over to the side of the bed staring at the grey mare with sincere expression. "She doesn't look as bad as I thought she would." He muttered.

"She's been like this since the attack." Carrot Top said taking a seat next to him. "The doctors say that she's perfectly fine psychically but that for some reason she just won't wake up. They think that she might have bumped her head when she fell to the ground."

_Not a bad assumption._ Time Turner thought as he read through the medical chart. The coma could have easily be cause by head trauma through that was just one out of a hundred other theories to her condition. The chestnut coloured stallion moved over to the other side of the bed and lifted the sleeping Derpy slightly to see the burnt, swollen skin underneath her wing. By the look of it the laser had only scratch the surface of her body but even a scratch can be incredibly painful.

"Well?" Carrot Top asks. "Can you help her?"

Truthfully he couldn't. While he might be able to fix the burn he has absolutely no idea how to bring Derpy back into the world of the living. If her brain had indeed gotten damage in some way then he wouldn't even know where to start on healing it and even if he did he doubts that the hospital has the equipment to perform an operation on such a delicate area.

"Of course he can." Exile stated calmly. "In fact he has the very thing to bring your friend back right in his pocket."

Time Turner stares at the pale stallion for a moment which he returns by giving him a knowing wink. Reaching into the stolen coat's pocket he was surprise when he pulled it out a small glass vial containing a strange gold liquid.

"What is that." Carrot Top asked leaning over the bed a little to get a better look.

"It's a special type of medicine that will both heal your friend and wake her up. Right Doc." Exile said though he was staring at Time Turner as he was speaking.

The chestnut stallion looked from the vial to the Exile then back at the vial. "Yes, it does." He said though he shot the pale pony a confuse look as he lean closer to the sleeping mare.

He gently lifted her head up and pulled the cork out of the vial using his teeth. For a moment he held the vial to her parted lips and stared at the angelic face of the mare he had grown so fond of. _Please work._ He prayed though if one of the alicorns heard him they made no sign of it.

The golden liquid poured slowly into Derpy's mouth but the moment it touched her tongue the wound on her side faded away. Time Turner was amazed when he saw this and even more so as fur started to regrow making as if she was never hit by the laser. Hope started to stir inside the time traveling stallion which was something he hadn't felt in a long time.

Carrot Top and Exile also notice a charge in the sleeping mare though to them it was something more subtle. Her coat which had looked dull had now become shiny and much healthier looking then before. Soon their attention turns to her sleeping face and they waited.

And waited.

And waited.

And…waited.

"Is…is she going to wake up?" Carrot Top asks turning to chestnut stallion with a pleading look in her eye.

"Just give a minute." The pile pony said though he too sounded worried.

Time Turner ignored the two ponies as he stares into the grey mare's face, searching for any sign of her waking up. The hope that had grown inside of him was now slowly fading away as time passes by. A feeling of desperation washed over him when the last ounce of hope had faded away. He pulled the sleeping mare closer to him, resting his head above hers.

"Please, come back to me." he whispered as tears formed around his eyes. "Please."

"Doctor?"

Time Turner's eyes widen when he heard the faint but recognizable voice. He lean his head backwards and looked down to see two beautiful, sleepy golden eyes staring up at him.

"I had the weirdest dream."

* * *

><p>Derpy back Yay!<p>

I hope you guys like this chapter because I had the worst case of writers block in the history of fanfic writing.

Also I need a new beta reader.

Also Twilight is an alicorn now which is… kind of cool I guess? Though I wished they made that episode a two-parter and introduce some new villain but what are you going to do.

Anyway is good to be back.


	11. The Attack

**The Attack**

Iron Gates walked into the cell block that was holding Skippy or whatever the chestnut coloured stallion's real name was. The room was full of militia ponies searching the area for any clue on how the stallion manages to cut through the cell's bars. He didn't have to walk far to find the sheriff who was shouting at the top of his lungs to whoever was closest to him.

"How in the name of the Celestia and her sister could you morons let him escape!" He shouted to one unfortunate pony. "Well, you idiots taking a nap, playing games, ogling a mare? Well, answer me!"

"None…none of those things sir." The militia pony as he tries to keep from shaking too visibly. "I…I wasn't even guarding the cells when it happened."

"Then find me the pony who was so I can throw his worthless hide into the Everfree forest!"

"What happened here?" Iron Gates asked catching the sheriff's attention and sparing the young pony from any more verbal abuse.

The sheriff turned around and sore underneath his breath the moment he saw him. "What does it look like? Our suspect has escape and is now loose somewhere in my town."

"But how did he manage to do that?"

"We don't know and frankly I don't care!" the sheriff said before turning around and calling out to a sergeant.

Knowing that their brief conversation had come to an end the unicorn left the enraged stallion to continue his yelling and moved over closer to the cell. He looked over the broken bars with an investigative eye, one of the things you learn in being a member of the royal guard is how to search for clues and how to examine them. He picks up one of the pieces of metal that were lying on the floor and brought it closer to inspect.

The metal is made of a special ore that's mined from the Foal Mountains. As ore goes it had a reputation of being strong and being immune to magic and yet it seems to have been cut in half with ease. Gates thought over the theories on how such a thing might have occurred but none of them made any sense.

_Skippy couldn't have done this._ He thought as he continues to inspect both the bar and cell. _He didn't have anything on him when I left him here which means somepony must have snuck in here_ _and helped him escape, but who and why._

As the unicorn ponders this a militia pony rushed into the already crowded room in a somewhat flustered state. "Sir." He called out as he made a bee line towards the sheriff. "We have a situation."

"Oh, for the love of the alicorns and the elements, what is it now!"

"There's a mare or at least I think it's a mare standing outside the building demanding to be let in."

"Well, tell her that she'll have to visit later we're in lock down." The sheriff said turning back to the pony he was speaking to.

"I tried sir but she's…insisting." The militia pony stammered nervously, making the sheriff stop halfway in his turn.

"Then insist that she leave for crying out loud, you're acting as if she's a dragon!"

"Well, actually sir now that you mention it…"

The militia pony words were suddenly cut short by the sounds of yelling and terrified screams coming from the floor above. Everypony including Iron Gates rushed out of the room, following the sounds carnage to the ground floor. The Sheriff being the leader he is was at the head of the fifteen or so militia ponies mumbling something under his breath that was too quiet to hear over the rushing of hooves and the fighting upstairs.

When they got to top of the stairs the fighting had already ended with all of the militia ponies guarding the floor being unconscious with the exception of one young earth pony stallion who was being held off the ground by dark grey mare with dragon like wings and piecing golden slitted eyes. The sheriff and the ponies standing behind him eyes widen and had their mouths hanging open in shock at the strange mare who had single handily manage to defeat a room full of militia and destroyed every piece of furniture as well.

"Now, what were you saying about my mother?" the white mane mare asked as she practically stares dagger at the stallion in her hooves.

The stallion whimpered slightly before he answered. "Noth…nothing I…I was…I was just joking."

The mare pulled the stallion down so that their faces were just inches away from each other. "I didn't find it funny."

"What the hay is going on here!" the sheriff yelled catching the attention of both the dragon like pony and her captive. "You, whatever you are, put down that pony now!"

The dragon hybrid looked to the sheriff then at her captive, her eyes still glaring daggers at the young colt. "Fine." She hissed dropping him onto the floor where he curled up into a ball. "I didn't come here to fight anyway."

Four militia ponies moved to surround the strange mare though they kept their distance, the sheriff followed after them keeping his steel coloured eyes on her. "Now, mind telling me who you are and why you just smash through my headquarters like a bloody hurricane!"

"Her name is Nightshade." Iron Gates voice called out causing both ponies to turn to him. "And she's my partner."

* * *

><p>The sheriff sat at his desk looking from Iron Gates to his hybrid partner. He had heard of princesses Luna's personal guards were different but he had never expected them to be like this. Fangs, silted eyes, dragon wings, it was like something out a horror story and yet here it was sitting at his desk.<p>

Nightshade as she was called explained how when she was waiting for the guard to return with his orders she overheard one of the newer recruit making an insensitive anecdote about her mother and a dragon having…relations.

All an all it was a bunch of stuff that he really didn't care about but he let her continue in the hope that it will let her cool down. The last thing he needed was his office destroy by a probably craze hybrid with anger issues.

"Once again I want to apologise for almost tearing your building apart." Nightshade said finally finish with her explanation.

"It's alright." The sheriff said trying to sound as calm as possible. "If somepony was saying such things about my mother I probably would have done the same."

_Through I would have avoided injuring half my staff._ He thought. _Now how I'm supposed to police this town and find that darn colt at the same time? _

"Anyway now that we have this…misunderstanding cleared up we need to figure out where the suspect manage to escape to." He continues as he left his desk and moved over to the large map of Ponyville hanging next to them. "My forensic team manage to figure out that our suspect broke out of his cell about thirty minutes or so ago where he then manage to knock out two of my guards, steal back his equipment and snick out before anypony realize what happened. On the off chance he's planning another attack I directed my team to cover all possible targets including hospitals, the hydro-dam and town hall. I also have teams monitoring the roads and train station encase he tries to get out of town and everypony else are searching the streets. In other words he's trap."

"Maybe." Iron Gates muttered to himself as he looked over the map.

The sheriff turns to the blue stallion barely hiding his annoyance. "What do you mean 'maybe'? he's completely trap, a rat couldn't leave the town without my man knowing about it."

"But we're not dealing with a rat sheriff, we're dealing with a stallion we know next to nothing about." Gates said. "And if breaking out of his cell tells us anything is that he's highly resourceful and can defend himself if he has to."

"Are you trying to make a point corporal or are you just giving me his resume."

"My point is sheriff is that if you had these skills and needed to get out of town wouldn't you go somewhere no pony would expect."

The old stallion looked confused for a moment before realization struck him. "You think he's going to the Everfree forest."

Iron Gates nodded.

"That's suicide." The sheriff exclaimed. "The most dangerous creatures are active at night no pony could survive in there."

"We did." Nightshade said earning a surprise expression from the old stallion.

"You two spent a night in the Everfree forest?" he asks in disbelief.

"Yes, but it wasn't by choice." Gates said. "And if two self-important royal guards could spend the night in the most deadly forest in Equestria I can assure you that our suspect is also capable of doing it too."

The sheriff stares from the unicorn to the map of the town, his mind running with the odds of the prisoner actually being crazy enough to attempt such a thing. The Everfree has always had a reputation of being dangerous but at night it becomes a horror story that only the most vivid and horrible of imagination could come up with. No pony could survive such an ordeal and yet he has two standing with him right now telling him otherwise.

"I'll send a squad by the entrance." He said after some heavy consideration.

"Good, me and Nightshade will meet them there." Gates said before walking out of the office followed closely by the hybrid.

The sheriff nodded and watches them go, he had to admit he had develop some respect to the young guard and his partner, though he would ever openly admit. Maybe he was wrong about the royal guards being over paid living statures, maybe they do actually work hard just like the militia does to keep this country safe.

_Or maybe they just sit on their flanks all day staring at that drago-pony's cutie mark._ He thought as he turns back to face the map. _I wonder if their recruiting? _

* * *

><p>"You lied to him." Nightshade said as the two ponies trotted through the darken streets of what could have pass as a ghost town.<p>

"What makes you say that?" Iron Gates asks.

"We've been partners for almost two years now Gates, I know when you're lying." She said gazing at him with curious eyes. "That and the fact that we're heading in the opposite direction from the forest's entrance was kind of a dead giveaway."

The unicorn couldn't help at smiling at the light hearted tone in his partner's voice. He really missed it over the past couple of hours. "Your right I did but I have good reason."

"I'm all ears."

"The sheriff believes that Skippy was the one who cause the attack on the festival but I don't think he did it. One pony, no matter how resourceful or smart they may be could not have attack the festival in the way he did and…this may sound stupid but I don't think his the kind of pony who would just harm so many others for no reason."

"So we might be performing treason because you think this stallion is a nice guy?" Nightshade questions in a dubious manner.

"Yeah." Gates muttered wondering if he just lost support from the only pony he trusts.

"Alright that's good enough for me."

"What? Really?"

"Of course Gates." She said in a casual voice. "You've always been a great judge of character and if you say that's this stallion is innocent, then I don't see why I should doubt you now."

A small smile spread across the unicorn's face. "Thanks Shady." He said using the special nickname he once heard one of hers past boyfriends gave her.

Nightshade couldn't help the brush that appears on her cheeks. "You're welcome."

The pair continues to walk down the street in silence, heading towards the hospital that stood on top of the hill.

* * *

><p>Time Turner can't help smiling as he watches Derpy and Carrot Top reunite, the orange mane mare was so happy to have her friend back that she was actually crying. Derpy, still being a bit groggy after being a coma for so long, was confuse and was trying to calm her down. The chestnut earth pony decided to stand off to the side and allow the carrot grower to be the first to welcome her back into the world.<p>

_She deserves it after all_. He thought as he turns to the room's other occupant.

After Derpy woke up the Exile had moved over to the door, lazily leaning on the wall next to it and looking outside, probably watching for security or the militia. Time Turner stares at him with a complex look, there's still a great deal he doesn't know about the stallion or his motivations but he can't help feel as if he had misjudge him.

Sure there was a great many things he doesn't like about the pony but he had help him escape prison and sneaking into the hospital even if his method was a bit crude. Through there was one thing he didn't understand, Exile had obviously at some point put that mysterious cure in his white coat's pocket but why. Why didn't he just give to Derpy the cure himself? His curiosity peek, the time traveller made his way over to the silent stallion.

Exile didn't notice Time Turner's presence until he cleared his throat to get his attention. "Hey Doc." He said in his usual cocky voice. "What are you doing here? Shouldn't you be over there welcoming your friend back to the world of the living?"

"I will but I thought I would let Carrot Top have first dips." He said taking in another glance of the two before turning his attention to the pale stallion. "Listen, I wanted to say thanks for helping me."

"Oh, you don't have to do that." Exile said. "It's not every day I get to break a pony out of a poorly guarded cell."

"Well, be that as it may I still what to say thanks and…sorry for acting like a complete tosser."

"Apology accepted." The pale pony said turning back to the hallway outside. Time Turner cleared his throat loudly to get his attention back which worked though he thought he heard an annoyed sigh escaping from him.

"Was there something else?" he asked.

"Yes, I wanted to ask you something." Time Turner said.

"Go right ahead."

"Well, I know you put that medicine in my pocket and I'm grateful for it but I wanted to know is why? Why put it in my pocket instead of just giving Derpy the medicine yourself?"

The Exile's eyes turn up to the ceiling as if thinking of the answer. "Hmm, I guess the simplest answer is because I'm a romantic."

Time Turner's eyebrow rose a bit. "I'm not sure I understand."

"No, I guess you wouldn't." he said sounding as if he was trying to explain something to a child. "Let me ask you something, how did it felt when you gave her the medicine and she woke up?"

"Wh…what does that have to do with anything?" Time Turner stammered as his cheeks slowly changed colour.

"Just answer the question."

"I…I felt happy."

"Just happy?"

The chestnut stallion suddenly became very quiet as his attention turns back to the two mares in the room.

"I felt…I felt…I don't know how to describe it. I just felt so happy, happiest I've felt in a long time."

The two stallions stood there in silence for a moment, both staring at the grey mare as she chats with her olive friend. "Don't ever forget that feeling Doc." The Exile said his cocky voice taking on a solemn tone that surprised Time Turner. "Feelings like that don't come around often enough."

The chestnut stallion looked at the Exile and found his expression a mix of pain and of a deep sorrow he couldn't begin to fathom. Again he realize just how little he knows about the pony who helped him bring back the mare he grown to care for and wondered if they are as different as he had thought they were.

* * *

><p>Derpy felt tried but that was probably normal considering she was in a coma for almost an entire day. She also felt really happy that she was awake with Carrot Top and the Doctor here visiting her, though she has no idea who the other pony standing by the door was.<p>

"How are you feeling Derpy?" Carrot Top asks for the third time. "Do you need anything? Food, water?"

"No thanks Carrot Top I feel fine." She said shooting her a bright if sleepy smile.

The orange haired mare nodded and remains in her seat tapping her hooves together anxiously. Since she had woken up Derpy had found that Carrot Top while being over joyous by her return to the waking world was also being uncharacteristically quiet as well. Usually whenever her clumsiness caused her a serious injury Carrot Top would be comforting her, making her laugh or on the rare occasion when she had to stay overnight she would even bring in a board game to play, but now she isn't doing any of those things, she wasn't even looking at her.

"Carrot Top? Are you okay?" she asked causing her friend's to shoot up like a surprise deer.

"O…of course I am Derpy. Why would you asked." She said giving her a smile that seems forced.

"Well, it's just that you don't seem to be acting like yourself. Did something happen while I was in a coma?"

"No, no nothing happen I'm just…" Carrot Top's smile suddenly crumbles as she throws herself at her hospitalise friend. "Oh, Derpy I'm so sorry!" she cries as she gave her the tightest hug she ever received.

The grey mare was at a lost at her friend's sudden break down but none the less she returned the hug. "Hey, Carrot Top it's okay. I'm fine see, You don't have to worry anymore."

"It's not that." she sobbed almost uncontrollably. "Derpy do you remember anything that happen before you got hurt?"

"Well, I remember trying to help Skip with getting everypony out of the fair grounds."

"So you don't remember what I said?" Carrot Top asked.

Derpy shook her head. "No, why?"

"Oh, Derpy I said such horrible things." the olive mare said before going into detail of the events leading up to the attack. Derpy expression changed several times during the retelling, first there was confusion, then shock followed by hurt. By the time she was done, the grey pegasus couldn't even look at her, instead she was staring at her hooves.

"Why…why would you say such things?" she asked after a lengthy silence.

"I didn't mean to." Carrot Top said through it sounded pathetic even to her ears. "I was just so angry at Skip because I thought he was trying to make you look like a fool like all the other stallions before but then…then there were lightning bolts and you got hurt. I thought I was going to lose you Derpy, I thought that I've failed my promise to keep you safe and I was the reason for it. You probably hate me now and I understand if you don't want to be friends anymore but I just want you to know that I'm so, so sorry about what I said."

Derpy continues to stare at her hooves for long moment until she finely turns to Carrot Top. "Do you believe it?"

"Pardon?"

"What you said at the park, about me having a crash on 'every stallion who showed me pity'."

"What, no of course not." Carrot Top said completely caught off guard by the question.

"Then why did you say it?" Derpy asked in an accusing tone.

"I don't know why I just…you have to understand Derpy that I was trying to protect you and…"

"Well, maybe I don't want your protection you ever thought of that!" the grey pegasus shouted, catching the attention of the two stallions and shocking the carrot grower.

Carrot Top opened her mouth to say something but Derpy had already turned onto her side ending the conversation there. She looked to the two stallions for some sort of support but they were as shock as her from the angry outburst from the usually kind hearted mare. Swallowing the large lump that had appeared in her throat the she said a simple, weak "Okay" and left her friend side.

She wanders over to the stallions, her eyes staring squarely on the floor even as she past them and enters the busy hospital hallways. In retrospect she suppose she should have known that Derpy wouldn't have forgiven her. After all it wasn't just a private tussle in her house, it was in public in front of the entire town. How could anypony be forgiven for that.

* * *

><p>Time Turner and the Exile watch as Carrot Top left the room in a woeful manner. While they were too far away to hear what the two mares had been talking about it was obviously that what might have started off as a joyful reunion had ended in a nasty quarrel. The chestnut stallion was about go after her to ask what had happen but was stop by a pale white foreleg.<p>

"Stay here." Exile said as he got off the wall he had been leaning on. "I'll go comfort the ginger."

"You're sure?"

"Yeah, you just go chat to Derpy."

"Okay." Time Turner said as he watches the pale stallion go after Carrot Top.

He turns towards Derpy who was still lying on her side with her eyes staring off at nothing in particular. He walks over to the mare, his heart beating faster as he approaches her. The grey mare eyes watches him as he took a seat by her side, there was still some anger in them but he knew that it wasn't directed to him.

"Hi." She said as she smiles at the stallion.

"Hey, everything okay?" Time Tuner asked while retuning her smile with his own.

"Yeah, I mean beside the fact that I'd been in a coma for half a day I'm feeling fine."

"That's not what I meant."

"I know." Derpy muttered casting her gaze away from him. "I don't what to talk about it."

"Alright, we don't have to." Time Tuner said. "It's just that I wasn't expecting the first thing you would do when waking up was fight with your best friend is all."

"She started it." The grey mare mumbled.

"Really, cause from where I was standing it sounded like you were the one that yelled."

Derpy didn't make any reply though it was clear that there was some inner conflict going on behind her golden eyes. After a several seconds of silence she turns back to Time Turner and she asked a question that surprised him. "Do you… feel pity for me? Is that the reason you're here?"

The chestnut stallion rosed an eyebrow in confusion. "That's a strange thing to ask. What brought that on?"

"Just… please answer the question." Derpy said in a serious tone.

Time Turner looked at the mare laying on the bed in front of him with her bright golden eyes staring back at him. There was desperate pleading in those eyes begging for him to answer her question and hoping that he says is what she wants to hear.

"No." he said. "I don't feel pity for you Derpy and the reason I'm here is because I…I care about you. You've show me great kindness, more then I probably deserve and when I heard what happen at the park…"

"Yes?" the grey mare asked softly as she lean in closer to the stallion.

"I felt responsible." He said choosing his words carefully hoping she wouldn't see the blush developing beneath the fur on his cheeks. "You're a really great mare Derpy, more than most ponies realize and all I what is to see you happy."

"You do?"

"Yes."

"Then…could you please tell me your name?" Derpy asked as she lean in a bit closer.

Time Turner became quiet for a moment but then nodded. "It's Time Turner, Time Turner Whooves."

Time Turner Whooves." Derpy repeated, testing the sound of it. A small sweet smile then appeared on her face. "I like it."

"Glad to hear it." he said returning her smile with his own. It was then that he suddenly realize how close she was leaning towards him, their eyes met and there was happiness in those golden eyes but something else as well, something that made Time Turner's heart beat so fast he was afraid that it might burst out of his chest.

Derpy continues to stares contently into Time Turner's eyes, oblivious at how her close she was and how it was making the stallion feel uncomfortable. She felt happy, more so than she ever been in her life knowing that she had finally gotten his real name. _And it's such a cute name too._ She thought gleefully.

Time Turner let out a small sigh of relief when Derpy finally lean back on the bed. For a second there he was afraid that things might become awkward.

"So did anything interesting happen since I've been in a coma?" Derpy asked.

Time Turner thought about the past hours of his life and started to shake his head. "Umm no, no nothing interesting happened. Just the usual quiet afternoon."

The grey mare blew her own sigh of relief. "That's good. What about the robot?"

"And don't worry about him." Time Tuner said rather smugly. "We don't have to worry about him anytime soon."

As if by some unseen cue the sound of hooves came from outside. The pale stallion and Carrot Top burst into the room, Exile had the looked of complete horror on his face. "We have to get out of here now!" he said, his voice laced with panic.

"Exile what's wrong?" Time Turner asked.

"It's Galek." The pale stallion said. "He's back."

Derpy and Time Turner looked at each other with surprise faces.

"Then again, I have been wrong before."

* * *

><p>Galek looked at the monitor screen with amusement, while his plan had originally required secrecy and stealth the brown pony's appearance had changed all that. Now the plan requires a few alterations, primarily the brown pony's swift and painful execution. The new armour stood at the very outskirts of the small village scanning for the temporal energy signature that marks his rival.<p>

It didn't take long for him to find it nor did it surprise him to find it at the small medical building at the edge of town. _Always so compassionate._ He thought as he moved his four-legged death machine closer to the building. _That is one thing that is so flawed about your species, you forgot the principle rule of nature. The survival of the fittest._

Once his armour was within range he pressed several buttons and watches as rockets fire into the building, destroying it and everypony inside.


	12. The Panic

**The Panic**

Derpy awoke to find herself laying on the grass with the night sky above her. _That's not right._ She thought. _Wasn't I in a hospital?_ slowly the grey mare lifted herself off the ground and looked at her surroundings, there was trees, bushes, Carrot Top laying on the ground, a rock. _Wait, Carrot Top!_

At the sight of her friend's unmoving body Derpy immediately rushed to her side. Thankfully, the orange mane mare was still breathing and there doesn't seem to be any sign of injury. The grey mare sighed in relief. _Thank goodness._

With her friend fine for the time being she checked her surroundings again hoping to figure out where they were. To her surprise she knew exactly where they were because she and Carrot Top had been here earlier today. They were standing in Ponyville Park. In the distance, high above the trees she could just make out the Ferris wheel that she and Time Turner had rode on.

_But that can't be._ The grey mare thought as she stares at the giant wheel. _We were in the hospital a second ago how did we end up here?_

That thought was soon dropped as a thunderous boom echo over the two ponies. Looking to where the sound had come from, Derpy found herself staring at the bloom of black smoke and the angry glow of fire.

* * *

><p>The moment Exile came in shouting that Galek had returned Time Turner was sceptical at best, after all he had permanently disable his battle armour earlier that day. It was only when Carrot Top screamed and pointed to the window that his scepticism disappeared replaced with a mixture of disbelief and fear.<p>

Outside the window stood a four legged mechanical beast with a tear shaped hear and long sliver arms which ended in claws that looked like they could crush boulders. Time Turner stood there motionless looking at the metal monster as his mind tries to comprehend where Galek had gotten this new armour. Not even when the rockets were flying towards them did he move or show any consideration to.

All that was on his mind was that he had failed.

He had failed them all.

But then there was bright light and then the sense of weightlessness as the hospital faded out of existence to be replaced with a darken room. Time Turner felt sick, not a little under the whether sick but more like he just had every atom in his body torn apart and then put back together again in a blink of an eye while still maintaining the feeling of having one's atom torn apart and then put back together again. To his credit the stallion didn't vomit after rematerializing in a shop that strangely sold only quills and sofas. He did however remain on the couch he had landed on for a good three minutes to allow his stomach to settle before moving.

"Derpy!" he called out as he slowly got up. "Carrot Top!"

A small groan from somewhere nearby was all that greeted him.

Moving quickly towards the source of the sound Time Turner looked around the showroom to see if he could make out where he was but it was far too dark to make out anything useful. Another small groan helped led the way as he was soon presented with a door which he guess leads to the backroom.

"Is somepony in there?" he called out hoping that the door wasn't too thick for his voice to carry into the next room.

"Yes." Came an all too familiar voice.

"Exile, are you okay in there?" the time traveller asked

"I've been better."

"Can you open the door? Is locked on my side."

"Sure just give me a minute."

Time Turner stood patiently as he waited for the door to open, all the while hearing the sounds of things crashing onto the floor and a wide range of swearing. Thankfully this lasted only for a short moment before the door finally opened reviling a familiar but exhausted snow white pony.

"You're sure you're okay?" the chestnut pony asked as he looked over the stallion's with a medical eye. "You look a bit…"

"I'm fine, Doc." Exile interrupted while moving past him. "Atlas and I are just a bit tired from that last teleport is all."

One of Time Turner's eyebrow rose slightly "You can teleport?"

"Yep, just something else I have in my bag of tricks." The white pony said as he flopped onto the nearest couch.

"Hey, you can't go to sleep." Time Turner scolds as he shakes the tired stallion. "We have to find Derpy and Carrot Top."

"And stop Galek." Exile whispered.

"Yeah, that too." The time traveller muttered as he remembered the final moments at the hospital.

The hospital he was standing in moments ago is gone now. Destroyed by that insane rat and his mechanical death machine and why? Because of him. Because of him everypony who was in that hospital, patient, doctor, even those who were just visiting are all dead. The guilt that was bubbling up inside him threaten to overcome him but he manages to fight that down. He needs to find Derpy and Carrot Top then he can focus on avenging the dead.

_You were right Galek. I should have killed you back on that hill._ He thought. _But this time there will be no mercy. This time I'm going to put you down like the animal you are and make sure you never hurt another pony ever again_.

Time Turner's thought was suddenly cut off when he felt something grabbed a hold of his fore leg. Looking down he found Exile holding onto his leg, his lilac eyes staring into his blue ones. There was sympathy in those eyes.

"It wasn't your fault." he whispered as if he knew what was going through his head.

"Yes it is." Time Turner said as he pulled away from the exhausted pony's grasp. "I had the chance to stop him before he could hurt anypony and instead I let him live. Because of that he came back in a bigger and stronger battle suit and blew up a hospital with Celestia knows how many still inside. Because of my mercy ponies are dead."

"You couldn't have known that would happen."

"But I should have. I should have known from my past experiences with him. He'd always blamed ponies for what happened to him but I'd always hoped that I could make him see reason, to try and convince him to give up on trying to destroy us. But now he's gone too far. I swear he'll pay for what he did."

"So do you plan on killing him then?" Exile asked in a plain voice.

Time Turner looked down at the ground to avoid looking into the pale stallion's eyes. Despite everything that had happen to him since he became lost in time he had never once thought about killing another creature but now that was the only thing that occupied his mind. "It's the only way to make sure he doesn't hurt anypony else ever again."

"Your right it is." Exile agreed nodding his head. "But it should never be taken lightly. Taking a life leaves a mark on you, a mark that can never be washed off or forgotten. It will haunt you, haunt you until the day you die."

"Well, what would you do then?" Time Turner asked.

"I don't know Doc. But I do know that one way or another you will find a way to stop him and that whatever happens afterwards you'll have to learn to live with the consequences."

"What's that even supposed to mean!" the chestnut coloured stallion shouted as his temper flared. "Aren't you supposed to help me? Isn't that why you here? Ponies are dead Exile. I don't need riddles or cryptic advice I need to know what to do. For once in my life I need someone to tell me what to do!"

The room became deafly quiet after Time Turner's outburst, the sounds that could be heard were the panic shouting outside and the deep breaths the Exile was taking. The white stallion on the bed stares at him with a neutral expression that betrayed none of his inner thoughts but there was a hint of conflict behind his eyes. After a lengthy period of silence the Exile finally broke it.

"Find her." he said.

* * *

><p>Galek could not expressed the joy he was feeling right now as he stood over the burning remains of the hospital. He had none it, finally after the countless defeats and humiliation he had finally put an end to that brown pony's life. Blissfully grinning he watches the fames dancing through the view screen.<p>

He could have sat there in his impenetrable armour looking at it for an eternity. Unfortunately the explosion would have undoubtedly awoken the town's populace and the last thing he needed are the alicorn sisters appearing before he can make his escape. But before he can leave he still has one last errand to run.

Turning the large mechanical beast away from the burning ruins he started to march toward the town. He barely took a step forward before a blast of magical energy hit the side of the cockpit. The attack did little besides setting off the impact alarm and causing an angry red '**WARNING!'** to appear on his screen. His good mood now gone he quickly rotated the tear shape cockpit to face his attackers. In his mind he was expecting to find a group of highly trained soldiers or some survivor who was foolishly seeking revenge, what he got instead was an angry looking male unicorn and some form of pony hybrid.

"Well, this should be interesting." Galek chuckled to himself while prompting himself up in his seat.

The unicorn who had fired at him took one small step towards him, the cold fury in his eyes might have sent chills down Galek's back if he wasn't safely inside his armour. "You there!" he shouted his voice levelled though anger in his words is quite clear. "Did you do this?"

Galek didn't need to follow the direction the unicorn's hoof was pointing at to know what he was asking. "Yes, I did." he answered his armour making his voice come out cold and mechanical.

His answer made the unicorn particularly shake with rage. "Why. Why did you do this? Who are you?"

"I'd destroy the hospital to settle a debt that was long past due. The other ponies inside merely had the pour fortune of being there at the wrong time. As for who I am I guess you should get use to calling me master."

"Yeah, well you can call me the mare who's about to stomp your flank into the ground!" the strange hybrid pony shouted before flaring her wings and taking to the sky.

Galek didn't make any moves to avoid the oncoming creature, after all what could one small pony do to his magnificent battle armour. To his surprise a lot. The hybrid attacked the cockpit with enough strength and force that it almost caused the four legged suit to stumble over itself. Galek barely manage to regain control of the wayward battle suit, cursing the hybrid pony as he fought to keep his amour up right.

Another attack came only this time it was from above. Again the hybrid slammed herself into the battle armour, causing it's gears to groan in protest as the cockpit was pushed downwards towards the ground.

"I don't know what you are, but I'm going to rip you open and tear you apart." The hybrid screamed in blind rage.

Again Galek found her threat empty and again that was a mistake. The sound of metal tearing filled his sensitive ears as the hybrid above was following through with her promise. Using her sharp teeth the creature was psychically tearing off pieces of armour from his battle suit. The intellectual part of him found the spectacle to be quite interesting but that was short live as his self-preservation kicked in.

Flicking several switches he smiled as he heard a soft but steadily building hum. Soon the hum built up to the point that the hybrid stopped her attack as she stares in confusion at source of the noise. Then there was the sound of agonizing screams as the battle suit's body was lit up with electricity.

It only lasted for a few seconds but to the hybrid pony it might as well have been an eternity. By the time it was over the pony only had a moment to feel the numbness that had settled over her body before falling off Galek's battle suit and hitting the dirt below.

"Insignificant worm." Galek whispered angrily as he turns to the motionless pony.

The electric shock had rendered the hybrid unconscious and unable to continue her surprising successful assault. Her unicorn companion was by her side desperately shaking her body in a futile attempt to wake her. "Come on Nightshade wake up!" He shouted.

Galek remained where he stood wondering if he should take the hybrid to experiment on. Having her as one of the first of his new slaves could prove useful however if she awoke before he manages to return to his lab and safely contain her it could prove fatal to his plans. In the end he decided that it would be safer to simply remove her from the equation just like he did to that brown pony.

"Your friend prove to be a quite the combatant." He said catching the attention of the unicorn. "But unfortunately when it comes to intellect and blind savagely, intellect always wins."

With that, one of the mechanical claws attached to the cockpit lowered itself until it pointed directly at the two ponies. With the same sadistic glee he had when destroying the hospital Galek fired on the helpless couple. There was a ping of annoyance when he didn't hear any screaming or pained yelps but that was the price one had to pay when dealing with plasma based weaponry. He was also deeply saddened when there was no remains, just a smoking hole of superheated earth.

"Shame." He said aloud to himself. "I so wanted the chance to study that hybrid."

Turning back to the town Galek continues on his journey and this time there would be no further interruptions.

* * *

><p>"What should we do?" Derpy asked in a panicking tone as she walked back and forth trying to figure out the next course of action. Any previous thoughts of how she got to the park were now replaced with the sight of the burning glow in the distance. Bits and pieces of memories slowly returns as she remember the other stallion coming in and yelling something about garlic and then there was a flash of some kind. <em>I remember that the flash came from the window but what had caused it?<em>

A small groan caused the grey mare to lose her thoughts as she turns to the olive coloured mare who was still lying on the soft grass. Her eyes slowly open and at first they moved about in confusion before locking on to Derpy. Without hesitation Derpy ran to her friend's side, Carrot Top still didn't looked so good as her coat was pale and her ears looked a bit green but she was awake and that was all that matters.

"Carrot Top your awake!" The blond headed pegasus cheered as she enveloped her into a hug.

Carrot Top was slow to return the hug but embraced her dearest friend with as much strength as she could.

"Derpy? Where are we?" she asked her voice sounding hoarse.

"We're in the park Carrot."

"What? No, that's impossible. We were in the hospital, there was…"

Suddenly Carrot Top's eyes widened and she pushed Derpy away before standing up. Her head was a blur as it turn back and forth as if she was frantically searching for something.

"Carrot, are you okay." Derpy asked.

"No Derpy I'm not okay." The olive mare said as she stopped her search and was now just simply looking down at grass. "You were right. You were right all along. Oh, sweet Celestia."

"Right about what?"

Carrot Top turned to the grey mare her emerald green eyes now full of barely controlled fear. "Th…the robot. I saw it. it was…huge and it had one big eye and…and…"

She couldn't go on, not when her face turns to the same colour as her ears. With a little bit of speed and luck she made it to a nearby bush before her stomach violently evicted everything she had eaten that day.

Derpy looked away as her friend emptied her stomach fearing that if she watched that she might join her. When the gagging sounds finally ended though she was quick to stand by her side and steady her.

"We should be dead." Carrot Top mutters as Derpy helps her over to a nearby tree. "It fired a rocket at us. I saw it."

"It's okay Carrot. No pony is going to hurt us out here." The grey mare said trying to comfort her friend as she lay her down against the tree. The orange haired mare shook her head as if to say 'no, we're still in danger' but she didn't come out and say it.

The sight of her friend acting like this scared Derpy. She had hope that when Carrot Top had woken up she would know what to do but instead she's acting hysterical and shaking uncontrollably. _I wish Time Turner was here._ She thought as she looked out over at the red glow on the distance hill.

"Derpy." Carrot Top softly called sounding a bit more in control now than before.

She turns back to her olive coloured friend and felt some relief when colour was returning to her cheeks. "Yes Carrot."

Tears started to fill the mare's eyes as she warped her fore legs around Derpy and brought her into a lung crushing hug "I'm so sorry about before! I really didn't mean to say all those nasty things about you!"

"It's okay Carrot." The grey mare hiss as she struggles against her emotional friend's grip. In truth any anger that Derpy had from Carrot Top's confession had long since left the grey mare's mind, now all she wanted to do was to calm her down enough so they could come up with some sort of plan.

Unfortunately the orange mane mare was far too deep in her own despair to hear her. "I just wanted to keep my promise. I promise your mother that I wouldn't let anything happen to you and now…"

Carrot Top buried her face into Derpy's shoulder, her tears leaving a wet, dark patch of fur in their wake. "I'm so sorry!"

The two ponies sat there in the grassy fields, underneath an old tree while the air was filled with tears and the sound of distance thunder. Derpy was stuck in-between two rocks, on one hoof she wanted Carrot Top to stop crying and be the strong, intelligent mare she usually is so that they could figure out what to do and perhaps find Time Turner. On the other hoof she recognized that her friend was in no state to move let alone think clearly.

She could just leave her here. They were at the far side of the town so whatever had attack the hospital wouldn't be a danger to her. There's also a good chance that she'll find Time Turner if she leave, then they could come back here and check on her together.

Derpy looked out across the park at where the entrance would most likely be and then back at the frighten olive mare crying into her shoulder. _No._ she thought as her grey fore-legs wrapped around Carrot Top's shivering body _I can't leave her here like this. That's not what friends do._

As gently as she could Derpy leans their bodies against the trunk of a nearby tree and allowed Carrot Top to cry, cry until there was no more tears to shed.

* * *

><p>The town of Ponyville had seen it's share catastrophe but nothing could have prepared them for this. If the attack earlier had put them on edge, then the sudden destructions of the town's hospital had brought them to the point of anarchy. The streets were full of scared and frighten ponies who were either running to the nearest store to collect supplies or trying to find a place to hide until order had been maintained. The situation was only made worse with the lack of militia who had apparently disappeared with an exception of a small token force but they were too few in numbers to keep any form of social order.<p>

_It's like the end of the world. _Time Turner thought as he rushed past the chaos that surrounded him. He had left Exile behind at the quills and sofa store, it wasn't a choice that sat well with him, what with all of this going on but the pale stallion had insisted that he would be fine on his own. Still, leaving the exhausted pony alone while the town rips itself apart left him feeling worry for his safety.

_He'll be fine._ He reminded himself as he duck into an alleyway to avoid a mob of panic stricken ponies. _He got that thing on his hoof to protect him. What I really need to be worry about is finding the girls._

Before he left Exile had explained that because he had to performed an emergency teleport at what he says was the literal last second before the rocket's impact there wasn't much time for him to properly set coordinates. Due to this everypony that was caught in the teleportation field were thrown around like a marble in a washing machine and have ended up in different locations, though he had assured Time Turner that the girls were still in Ponyville. This would have made the chestnut coloured stallion somewhat relive if not for the fact the village was larger than the avenge town, full of rioting ponies and is under attack by a giant robot.

"Derpy!" Time Turner called out over the chorus of stampeding hooves and panic shouting. Despite knowing that it was a futile effort with all the noise he kept on shouting her name in the hopes of hearing her voice calling out for him.

"Derpy!" he called out for what might have been the hundredth time however this time he received an answer.

"Help…help us." A voice called out. It was barely loud enough to carry over the shouting and crying of the panicking mob but Time Turner heard it.

"Help…us." The voice called out once more weaker than the last time.

Time Turner pushed through the crowd, following the voice as it grew weaker and weaker until it was almost lost in the surrounding chaos. He manages to track it to a small alley between two shops that had been looted by rioters.

"Is there anypony here!" he called out as he stepped into the darken space between buildings. A pained groan answered his call sending Time Turner into a quick trot as he searched for the source of the sound. As he passed a group of empty storage boxes a hoof shot out of the darkness and latched itself around his front hoof.

The chestnut coloured pony nearly jumped out of his skin when he felt the hoof's weak but determined grip. Time Turner looked down at the hoof holding him and had to repress the urge to gasp at what he saw. The leg that the hoof was attached to has been horribly burnt, the fur had been burnt away leaving blacken, boiling skin that clings to the leg. He followed the leg up to it's owners face and this time no amount of restraints could stop him from uttering the horror he felt.

The damage that was on the leg almost covered half of the pony's face but that wasn't what made Time Turner's stomach knot itself. While the left side of the face was practically unrecognisable the other side was all too recognisable. The pale blue face of Iron Gates stare at him, his green eyes full of unbearable agony but also uncompromising strength.

"Sk…Skippy." He hissed in pain. "I…I need…your…help."


	13. The Oncoming Storm

This Chapter is shorter then the others but I hope you like it.

**The Oncoming**

** Storm**

_Two years ago_

Lightning flash at the cave entrance followed closely by the booming sound of thunder. The sound awoke Iron Gates from his restless sleep causing him to raise his head in alert as his eyes scans the dark cave for danger.

"Is just the storm." A familiar voice said in the darkness.

Gates couldn't help but blush at the way he must have looked, searching for monsters in the dark like some frighten foal. Embarrassment soon turns to self-loathing as he remembers that other times he had made a fool of himself in front of his superior officer. Ever since he had been assigned this mission he had done everything possible to screw up in front of her including losing the map they were using to safely navigate this Celestira forgotten place. _I'll be surprise if I still have my job after this._ He thought.

"Sor…sorry Corporal Nightshade. I guess I'm still a bit jumpy after that Cragadile attacked us." He said as looked down at his hooves as shame washed over him.

"There's nothing to be sorry about." Nightshade said from somewhere in the darkness. "Everyone gets afraid sometimes, even soldiers."

Those words might have been meant to comfort Iron Gates but instead it only made him feel worse because he knew she must think of him as a complete idiot underserving of wearing the gold armour of the royal guards. His father was right, he wasn't cut out to be a guard. He should have stayed in Trottingham and worked at the bank like he was supposed to.

"Tell me about your family?" Nightshade asked bringing Gates back into pleasant.

The light blue unicorn looked up from his hooves to find the dark form of his commanding officer standing over him. Another flash of light from the cave's entrance gave him a few seconds to catch more detail of the mare. Large leathery wings, dark grey fur, crystal blue eyes and a pair of small horns that were barely visible in her snowy white hair. Iron Gates would be lying if he said he hadn't found Nightshade appearance to be odd if not strangely beautiful.

"What?" he said as he was momentarily lost looking at the strange creature before him.

"I said tell me about your family." she said once again as she took a seat beside him. "You do have a family?"

Iron Gates nodded slightly taken aback by her interest in him.

"Well, tell me about them. It'll take your mind off things."

"Um, okay." Gates started as he returns his attention back to his hooves. "My father is the manager of a bank in Trottingham and my Mother is a house wife."

He could feel Nightshade waiting beside him to continue but in all honestly he didn't know what else to say.

"That's it? That's all I'm getting?" she asked.

"I don't really have much to say about my family." Gates said as he sheepishly fiddles with his hooves.

"Okay, I'll just have to tell you about my family then." She said before clearing her throat. "My mother is a bat pony and she lives in Brimstone. She's works as an ambassador meeting foreign representative and what not, that's actually how she met my father. He was a dragon who set up a nest not far from the city so my mother went to see if he posed a threat. A lot of ponies thought she was crazy to go alone but that didn't stop her from flying up to Daddy's cave and demanding to know if he plans to attack the city."

"Wow." Iron Gates said. "What did your Dad do?"

"Oh, he didn't know what to do. After all, when you're a dragon most creatures will just stay as far away from you as possible so he didn't really know what to think with having a bat pony standing in his cave and not being afraid of him. Surprise to say despite their first meeting they actually became good friends, then friendship became something else and…well…you know."

As Nightshade goes on with the story of her parents and her life living in a city built inside a mountain Iron Gates found himself staring at what he believes to be the mare's face. He listens to her and as time went by he soon forgotten about the many mistakes he had made, he even started to share his own stories with the mare. Soon the storm had faded away and the sun was slowly taking its place in the sky.

The two ponies had moved closer to the mouth of the cave to watch the sun rise over the Everfree forest. Iron Gates was relieve that he had survive the night in the most dangerous forest in equestria but he was also surprise by what he had found here. He turns to look at the mare that had spent the night talking to him, at the start of their mission he had been intimidated by the dragon-pony hybrid but now he couldn't figure out why. She was friendly, kind, understanding and knew some pretty funny jokes.

_She really is nice once you get to know her._ He found himself thinking as he watch how the sunlight would dance in her white hair.

"Gates?" Nightshade suddenly said snapping the unicorn out of his reverie. "Why did you join the guard?"

The question wasn't something Gates was expecting and he had trouble coming up with a reason that didn't sound too cliché. "I guess it was because I wanted to help other ponies, keep them safe and protect them."

Nightshade turns to him and stare into his eyes, her crystal blue looking deep into his forest green as if she was searching for something. She kept looking into his eyes for several moments until she finally broke contact by turning back to the distance sun with a smile on her lips.

"You really mean that don't you."

Iron Gates nodded feeling more sure about what he had said now that he thought about it.

"Good. Don't ever change then." She said as she got to her hooves and made her way to where they had damp their equipment last night. "Too many guards forget that it isn't just the princess we're trying to protect but also the rest of Equestira. Remember that and you'll go far."

With that she left Iron Gates alone by the cave's entrance, pondering over her words as he stare back into the rising sun. They were still stuck inside the Everfree forest but something had change inside of the blue unicorn. All the fear and self-doubt he had the night before were now gone, now he felt more secure in his decision of becoming a royal guard and he will not forget the reason why.

That he promise.

* * *

><p><em>Pleasant Day<em>

Time Turner stares down at the badly burnt from of Iron Gates, stunned by both the damage his body had taken and that he was still awake. The smell of burnt fur and flesh made his stomach turned but he fought back the building pressure in his throat. He closed his eyes and counted to three, an old calming technique he learnt when he was younger, and as he opened them his mind snap into action.

Kneeing down next to him Time Turner took another look at the burns that covered the left side of his body. They were third degree burns, the most possible worst type of burns anypony could receive. Out in an alley with no tools or clean bandages there was very little he could do to help him, Iron Gates needs a hospital and only one in town had just been destroy by a lunatic. There was nothing he could do.

"Skippy…" Iron Gates whispered as he tries to lift his burnt hoof.

"I'm here. Don't try to move you need to conserve your strength." Time Turner said trying to keep the stallion still while being careful not to touch any of the burnt areas. Frankly he was surprise that the unicorn was still conscious let alone being able speak, even if his voice is weak and filled with indescribable pain.

The stallion ignored him and lifted his hoof to point somewhere deeper in the alley. "Night…shade."

Following the hoof Time Turner could just make out a darken form laying only a few feet away. He looked at the dark form and then back to Gates, he didn't want to leave the badly burnt stallion alone even if he knows there was nothing he really could do for him. Even so, there was another pony who could use his help and if Celestia willing maybe he could do more for them.

"Okay, I'll go check on them but I need you to stay awake." He said as he got back onto his hooves. "No matter how tired you get just stay awake."

Reluctantly Time Turner leaves Iron Gates side and moved over to the other pony. To his surprise he recognise this pony as well._ This is the drago-pony who fell on me earlier._ He thought as he started his examination. To his relief the mare was in better shape than the unicorn, with the exception of some minor electric burns on the soles of her hooves she seems to be okay.

"She's okay." He said turning back to the blue stallion. "Just some small burns on her hooves but other than that she should be fine."

Gates made a whizzing noise that might have been a sigh of relief. "Thank…you."

"Who did this to you?" Time Turner said as he walked back to the injured unicorn.

"It was…the giant robot. The one that blew up the…the hospital." Gates explains, stopping every now and again to take a deep breath. "It was heading towards the…the town. We try to stop it…but it was too strong."

Time Turner could feel his heart turning cold as he lowered his head in a mix of anger and shame. He never meant for anything like this to happen, he didn't mean to inflict so much death and pain onto this town. _It's like Cronus all over again._ He thought. _Because of me all these ponies are getting hurt or dying. It's all my fault._

"Skippy." Iron Gates said snapping the earth stallion out of his thoughts. "Was…was that the robot that miss hooves were warn us about…at the festival."

"Yeah, that…that's the robot that attack the town earlier."

Gates gave the brown pony a small smile as he leans his head back against the wooden box he's been leaning against. "I knew it." he whispered, his voice becoming smaller with each word. "I knew you were innocent."

Time Turner realizing what was happening quickly grabbed a hold of Gates and started to shake him. He can't let the unicorn fall asleep, he can't allow more blood on his hooves.

"Hey! Stay awake!" he shouted in desperation. "Gates you can't fall asleep! Stay awake!"

"If…if I don't wake up." The blue unicorn softly whispered. "Tell Nightshade…that I didn't…forget…"

His eyes closes and his breaths became shorter with each passing second. Time Tuner was at a lost at what to do, he needs tools, he needs help, he needs a miracle. In a last desperate act to keep him alive he laid the unicorn on the ground and started try to resuscitate him. He pushes his hooves into Gates's chest frantically counting up to thirty before placing his mouth around his and breathing into him.

"Come on, come on!" he hissed to himself as he tries to keep the pony alive. "Don't die on me. Don't you dare die on me!"

As he was doing this he failed to notice movement from the other unconscious form laying in the shadow. Slowly Nightshade's head slowly rose from the dirty ground and her eyes opened to a world blurs and distorted shapes. It took several moments for things to come into focus but when they did it shattered her heart.

"Gates!" she cried out as she run over to his side almost knocking Time Turner over in the process.

Time Turner for his part tries to ignore the distorted hybrid as he continues to push down on Iron Gate's chest. With each passing second the chances of reviving the unicorn grow dim so he worked faster, he pushed harder. The world around him fell away, the panic in the streets, Nightshade cries for Gates to wake up, even the ground beneath him disappeared.

Sweat pour down his face, stinging when they touched his eyes but he kept pushing, he kept pushing until the body before him started to change. Instead of the well tone body of a guard it gave way to a skinny fame process from a pony who did little to no excise. Blue hair changed to blonde and his closed eyes opened to reveal amber coloured eyes that looked at him accusingly.

"_Why did you let go?"_ he asked his voice drilling its way into his head._ "Why did you let me die?" _

He ignores the voices but they merely increase in volume and power, soon his pushing became hitting and his focus became anger. He can't let this happen again, he won't allow himself to fail like before. The noise inside his head became deafening and with one final roar of frustration he raise his hooves over his head and brought them both down with all his might on to the stallion's chest.

Iron Gates shot up slightly, his eyes wide and his mouth open to receive a fresh supply of air. Then just as quickly he was back on the ground breathing heavily and in pain but at least he was alive.

"Gates are you okay?" Nightshade asked needing to hear her friend's voice.

"Night…shade?" the revived stallion whispered back his eyes opened but not focusing on anything.

"Yeah, I'm here." she said swallowing the lump that had grown in her throat during Time Turner's endeavour to bring him back from the brink. "Don't worry we're get you some help. Words would have reached the princesses by now. They'll get here and they'll blow that damn monster back to wherever it came from. You just have to hang in there until then okay."

Iron Gates nodded wincing slightly out of pain.

"Thank you." Nightshade said turning to the stallion who had saved her partner's life. "I can't tell you how…"

Her voice fell silent as the stallion was no longer in the alley with them. She looked around wondering where he had gone but in truth the disappearance of her friend's saver was not her top concern right now. Lifting Iron Gates onto her back she left the backstreet and made her way to the town hall hoping that somepony there could help him.

* * *

><p>The city hall was a hive of movement with ponies running from one place to another. None of them payed any attention to the white earth pony dressed in the dark jacket slowly making his way to the building's attic. Exile was still exhausted from teleporting the Doc, Derpy and her angry friend but he still has one more job to do before he can call it a night.<p>

Climbing up the last flight of stairs he pushes the attic's door opened and stepped inside. It was still the same as last he was here, boxes reaching up to the ceiling and dust covering the floor. _At least you can trust some things to stay the same when the world is falling apart._ He thought as he reaches into the jacket's inside pocket and pulled out the golden sphere.

Placing it on the attics windowsill Exile took a moment to look outside of the window. The last time he was here he had a quiet view of the town and its surrounding hills now there was fire, shouting and a lot of scared ponies. He sighed inwardly, this was not how the plan was supposed to go. Time Turner was supposed to defeat Galek, get back into his time machine and move on. That's what Paradox said would happen. Not this…carnage.

He turned his eyes away from the scene outside and focuses on the sphere. He might not be able to change something in the past but he can at least make sure that Galek doesn't get another chance to use that armour of his to hurt anypony any time soon.

"You ready?" He asked Atlas already knowing the answer.

The watch like device gave a single beep.

"Good." Exile said as he rubs his hooves in preparation. "Then let's save the day."

* * *

><p>The ground beneath his hooves trembles with each time the sound of metal scraping against concreate. The air was full of the sound of gears and piston grinding against each other. Time Turner followed the sound through the twist and turns of the empty streets, who had ever called this side of town are long gone now. He leaped over a fallen trash can and took one final left into the main street. He came to a sudden stop as he stares up the back of the metal monstrosity that had caused so much death.<p>

His teeth bear in an angry snarl, his eyes the size of pinpricks, his nostril flaring. He took a deep breath and shouted so loud that his voice echoed through the ruins of this town.

"GALEK!"

The four legged machine stopped in it's tracks the moment his words left his mouth. It's tear shape cockpit slowly turns to face him and even though he couldn't see his expression Time Turner knows that the little abomination inside was shock to see him.

"Galek!" he shouted again. "I'm here to stop you and this time I won't show mercy."

* * *

><p>Look like things are about to get heat up.<p>

Who will win?

The crowd favourite Or will the Galek have the last laugh?

Find out next time in an exciting episode of Dragon Ball Z.

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...

...

Oh, wait wrong show.


End file.
